Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that: (a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held; (b) prior to the Separation Time, each Right is transferable only together with, and shall be transferred by a transfer of, the associated Share; (c) after the Separation Time, the Rights Certificates are transferable only on the Rights Register as provided herein; (d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary; (e) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right; (f) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rights.
Appears in 4 contracts
Samples: Rights Agreement (Trillium Therapeutics Inc.), Rights Agreement, Rights Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShares;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificateshare certificate representing the Shares) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Shares certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 4 contracts
Samples: Shareholder Rights Plan Agreement (Aeterna Zentaris Inc.), Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Neptune Technologies & Bioressources Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation REIT and the Rights Agent and with every other holder of Rights that:
(a1) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b2) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the Unit associated Sharewith such Right;
(c3) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d4) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationREIT, the Rights Agent and any agent of the Corporation REIT or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificateUnit) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such any Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation REIT or the Rights Agent) for all purposes whatsoever, and neither the Corporation REIT nor the Rights Agent shall be affected by any notice to the contrary;
(e5) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share New Units upon the exercise of a RightRights;
(f6) such holder shall not be entitled to any payment on a redemption of Rights hereunder if the payment otherwise owing to such holder would be less than $10.00; and
(7) notwithstanding anything in this Agreement may be supplemented or amended from time to time pursuant the contrary, neither the REIT nor the Rights Agent shall have any liability to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 4 contracts
Samples: Unitholder Rights Agreement, Unitholder Rights Agreement, Unitholder Rights Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be is otherwise bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, hereof in respect of all Rights held;
(b) prior to the Separation Time, each Right is shall be transferable only together with, and shall be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right;
(f) this Agreement may be supplemented or amended from time to time pursuant to Subsection subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 4 contracts
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc), Shareholder Rights Plan Agreement (Energy Fuels Inc), Shareholder Rights Plan Agreement (Energy Fuels Inc)
Agreement of Rights Holders. Every holder of Rights a Right by accepting --------------------------- the same consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.4(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Company nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 4 contracts
Samples: Shareholder Protection Rights Agreement (Acsys Inc), Stockholder Protection Rights Agreement (National Data Corp), Stockholder Protection Rights Agreement (Datastream Systems Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares upon the exercise of a Right;Rights; and
(f) notwithstanding anything in this Agreement may be supplemented or amended from time to time pursuant the contrary, neither the Corporation nor the Rights Agent shall have any liability to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 4 contracts
Samples: Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/), Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/), Shareholder Rights Plan Agreement (Lions Gate Entertainment Corp /Cn/)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, hereof in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Share;
(c) Common Shares and after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such without the approval of any holder has waived all rights to receive any fractional Right or fractional Share of Rights and upon exercise the sole authority of a Right;
(f) the Board acting in good faith this Agreement may be supplemented or amended from time to time pursuant and subject to Subsection 5.4(aSection 2.03 or Section 5.04;
(e) if such holder at any time becomes an Acquiring Person or otherwise becomes subject to the last sentence provisions of Section 3.01(2), the penultimate paragraph Rights held by such holder shall immediately become void pursuant to the provisions of Subsection 2.3(aSection 3.01(2);
(f) hereof such holder of Rights has waived his right to receive any fractional Right or any fractional Share or other security upon exercise of a Right (except as specifically provided herein); and
(g) notwithstanding anything in this Agreement to the sole authority of contrary, neither the Board without Corporation nor the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 4 contracts
Samples: Shareholder Rights Agreement, Shareholder Rights Agreement (Alcan Inc), Shareholder Rights Agreement (Novelis Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareVoting Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only upon registration of the transfer on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights of Rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares or other securities upon the exercise of a RightRights;
(f) this Agreement may be supplemented without the approval of any holder of Rights or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof Voting Shares and upon the sole authority of the Board without of Directors acting in good faith, this Agreement may be amended or supplemented from time to time in accordance with the approval provisions of Section 5.5 and the third last paragraph of Subsection 2.3(b); and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Golden Star Resources LTD), Shareholder Rights Plan Agreement (Golden Star Resources LTD), Shareholder Rights Plan Agreement (Golden Star Resources LTD)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Gentry Resources LTD), Shareholder Rights Plan Agreement (Open Text Corp), Shareholder Rights Plan Agreement (Descartes Systems Group Inc)
Agreement of Rights Holders. Every holder Holder of Rights Rights, by accepting such Rights, becomes a party to this Agreement and for greater certainty is bound by the same provisions herein and consents and agrees with the Corporation and the Rights Agent and with every other holder Holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfertransfer or exchange, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder is not entitled and has waived all rights his right to receive any fractional Right Rights or any fractional Share Common Shares upon exercise of a Right;Right (except as provided herein); and
(f) notwithstanding anything in this Agreement may be supplemented to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any Holder of a Right or amended from time any other Person as a result of its inability to time pursuant to Subsection 5.4(a) perform any of its obligations under this Agreement by reason of a preliminary or the last sentence permanent injunction or other order, decree or ruling issued by a court of the penultimate paragraph competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rightssuch obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (International Tower Hill Mines LTD), Shareholder Rights Plan Agreement (Crystallex International Corp), Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be is otherwise bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, hereof in respect of all Rights held;
(b) prior to the Separation Time, each Right is shall be transferable only together with, and shall be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right;
(f) this Agreement may be supplemented or amended from time to time pursuant to Subsection subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Nexen Inc), Shareholder Rights Plan Agreement (Nexen Inc), Shareholder Rights Plan Agreement (Open Text Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShare certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Right Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Shares and upon the sole authority of the Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Advantage Oil & Gas Ltd.), Shareholder Rights Plan Agreement (Advantage Oil & Gas Ltd.), Shareholder Rights Plan Agreement (Advantage Oil & Gas Ltd.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation NOVA and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the CorporationNOVA, the Rights Agent and any agent of the Corporation NOVA or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation NOVA or the Rights Agent) for all purposes whatsoever, and neither the Corporation NOVA nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) or and the last sentence of the penultimate paragraph of Subsection 2.3(a); and
(g) hereof upon that notwithstanding anything in this Agreement to the sole authority of contrary, neither NOVA nor the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan (Nova Chemicals Corp /New), Shareholder Rights Plan Agreement (Nova Chemicals Corp /New)
Agreement of Rights Holders. Every holder of Rights a Right by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.3(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent’s inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Stockholder Protection Rights Agreement (Knology Inc), Stockholder Protection Rights Agreement (Indus International Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Suncor Energy Inc), Shareholder Rights Plan Agreement (Suncor Energy Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares upon the exercise of a RightRights;
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (TLC Laser Center Inc), Shareholder Rights Plan Agreement (TLC Laser Center Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is shall be transferable only together with, and shall be transferred by a transfer of, the associated Common Share;
(cb) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register Register, as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right;
(e) such holder is otherwise bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof in respect of all Rights held;
(f) this Agreement may be supplemented or amended from time to time pursuant and subject to Subsection 5.4(a) or Section 5.4 and the last sentence of the penultimate paragraph of Subsection subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Atna Resources LTD), Shareholder Rights Plan Agreement (Atna Resources LTD)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares or other securities upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Tesco Corp), Shareholder Rights Plan Agreement (Tesco Corp)
Agreement of Rights Holders. Every Each holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement. by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Southwestern Resources Corp), Shareholder Rights Plan Agreement (Southwestern Resources Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(da) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(eb) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(fc) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(d) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Corel Corp), Shareholder Rights Plan Agreement (Corel Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShares;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificateshare certificate representing the Shares) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Ce Franklin LTD)
Agreement of Rights Holders. Every holder of Rights a Right by accepting the same consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.4(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Company nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent’s inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Stockholder Protection Rights Agreement (LHC Group, Inc), Stockholder Protection Rights Agreement (LHC Group, Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Aurizon Mines LTD), Shareholder Rights Plan Agreement (Aurizon Mines LTD)
Agreement of Rights Holders. Every holder of Rights a Right by accepting the --------------------------- same consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.4(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Company nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 2 contracts
Samples: Shareholder Protection Rights Agreement (Global Payments Inc), Shareholder Protection Rights Agreement (Global Payments Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same a Right consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing writing, on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such without the approval of any holder has waived all rights to receive any fractional Right or fractional Share of Rights and upon exercise the sole authority of a Right;
(f) the Board of Directors of the Corporation acting in good faith this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aas provided herein; and
(f) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any such holder of RightsRights has waived his right to receive any fractional Rights or any fractional shares upon exercise of a Right (except as provided herein).
Appears in 2 contracts
Samples: Shareholder Protection Rights Plan Agreement (AnorMED Inc.), Shareholder Protection Rights Plan Agreement (AnorMED Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShares;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to Section 5.4, without the approval of any holder of Rights or Shares and upon the sole authority of the Board acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of the inability to perform any of its obligations under this Agreement by reason of applicable law, including any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same a Right consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall be to bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that without the approval of any holder of Rights and upon the sole authority of the Board of Directors, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of , Subsection and the penultimate paragraph of Subsection 2.3(a;
(g) hereof upon that notwithstanding anything in this Agreement to the sole authority of contrary, neither the Board without Corporation nor the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Forbes Medi Tech Inc)
Agreement of Rights Holders. Every Each holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective; and
(g) or that, notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareVoting Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights of Rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares or other securities upon the exercise of a RightRights;
(f) this Agreement may be supplemented without the approval of any holder of Rights or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof Voting Shares and upon the sole authority of the Board without of Directors acting in good faith, this Agreement may be amended or supplemented from time to time in accordance with the approval provisions of Section 5.5 and the third last paragraph of Subsection 2.3(b); and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Gold Standard Ventures Corp.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShare certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right or any fractional Share or other securities upon exercise of a RightRight (but without prejudice to its right to receive cash in lieu thereof to the extent expressly provided herein);
(f) that without the approval of any holder of Rights or Shares and upon the sole authority of the Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation REIT and the Rights Agent and with every other holder of Rights that:
(a1) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b2) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the Unit associated Sharewith such Right;
(c3) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d4) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationREIT, the Rights Agent and any agent of the Corporation REIT or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificateUnit) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such any Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation REIT or the Rights Agent) for all purposes whatsoever, and neither the Corporation REIT nor the Rights Agent shall be affected by any notice to the contrary;
(e5) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share New Units upon the exercise of a RightRights;
(f6) such holder shall not be entitled to any payment on a redemption of Rights hereunder if the payment otherwise owing to such holder would be less than $10.00; and
(7) notwithstanding anything in this Agreement may be supplemented or amended from time to time pursuant the contrary, neither the REIT nor the Rights Agent shall have any liability to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rights.a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Unitholder Rights Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShare certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right or any fractional Share or other securities upon exercise of a RightRight (but without prejudice to its right to receive cash in lieu thereof to the extent expressly provided herein);
(f) that without the approval of any holder of Rights or Shares and upon the sole authority of the Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that any right to Subsection 5.4(a) or exercise the last sentence Rights may be delayed by the Corporation, and subject to such documentation requirements, as necessary to comply with governing securities law and to ensure that a sufficient number of Common Shares are available to permit exercise of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rights.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Altair Nanotechnologies Inc)
Agreement of Rights Holders. Every holder of Rights a Right by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.3(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent’s inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Stockholder Protection Rights Agreement (Gold Kist Holdings Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Compton Petroleum Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same consents and them, agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing that Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such that Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever), and neither the Corporation nor the Rights Agent shall will be affected by any notice to the contrary;
(e) such that holder of Rights has waived all rights his or her right to receive any fractional Right or fractional Share shares upon exercise of a Right;
(f) that, in accordance with Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent will be liable to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of a preliminary or permanent injunction or other order, decree or ruling issued by any court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or a statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Liminal BioSciences Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) : such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, Agreement in respect of all Rights held;
(b) ; prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Share;
(c) Voting Share certificate representing such Right; after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) ; prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) ; such holder has waived all rights of Rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares or other securities upon the exercise of a Right;
(f) this Agreement may be supplemented Rights; without the approval of any holder of Rights or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof Voting Shares and upon the sole authority of the Board without of Directors acting in good faith, this Agreement may be amended or supplemented from time to time in accordance with the approval provisions of Section 5.5 and the third last paragraph of Subsection 2.3(b); and notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the close of business on the Separation TimeDate, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation TimeDate, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the close of business on the Separation TimeDate, the associated Share Common Stock certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the close of business on the Separation TimeDate, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Common Stock certificate made by anyone other than the Corporation Company or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right;
(fd) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 5.4, Section 2.4(e) or the last sentence of the penultimate first paragraph of Subsection 2.3(aSection 2.4(a) hereof; and
(e) the Board of Directors shall have the exclusive power and authority to administer this Agreement and to exercise all the rights and powers set forth in Section 5.13 hereof upon including, without limitation, the sole authority exclusive power to interpret and to make determinations deemed necessary or advisable, and that all actions, calculations, interpretations and determinations of the Board without of Directors shall be final, conclusive and binding on the approval Company, the Rights Agent, the holders of the Rights and all other parties and shall not subject the Board of Directors to any liabilities to the holder of the Rights.
Appears in 1 contract
Samples: Rights Agreement (Hooper Holmes Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
Rights: (a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
; (b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
; (c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
; (d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
; (e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a Right;
Right (except as provided herein); (f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and (g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Algonquin Power & Utilities Corp.)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors of the Corporation acting in good faith this Agreement may be supplemented or amended from time to time pursuant as otherwise provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Sierra Wireless Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation Fund and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareUnit certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationFund, the Rights Agent and any agent of the Corporation Fund or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation Fund or the Rights Right Agent) for all purposes whatsoever, and neither the Corporation Fund nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Units or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Units and upon the sole authority of the Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Fund nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement (Advantage Energy Income Fund)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) subject to Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors of the Corporation acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4 without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) the contrary, neither the Corporation nor the Rights Agent shall have any liability to any Holder of a Right or the last sentence any other person as a result of the penultimate paragraph its inability to perform any of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval its obligations under this Agreement by reason of any holder preliminary or permanent injunction or any other order, decree or ruling issued by a court of Rightscompetent jurisdiction or by a governmental, regulatory or administrative agency or commission or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Osi Geospatial Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation Trust and the Rights Agent and with every other holder of Rights that:
(a1) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b2) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the Unit associated Sharewith such Right;
(c3) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d4) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationTrust, the Rights Agent and any agent of the Corporation Trust or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificateUnit) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such any Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation Trust or the Rights Agent) for all purposes whatsoever, and neither the Corporation Trust nor the Rights Agent shall be affected by any notice to the contrary;
(e5) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share Units upon the exercise of a RightRights;
(f6) without the approval of any holder of Rights and upon the sole authority of the Trust acting in good faith, this Agreement may be supplemented or amended from time to time pursuant time; and
(7) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Trust nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Unitholder Rights Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and consents, agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) without the approval of any holder of Rights and upon the sole authority of the Board of Directors of the Corporation acting in good faith this Agreement may be supplemented or amended from time to time pursuant as otherwise provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Infowave Software Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a1) such holder shall to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held;
(b2) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c3) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d4) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e5) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a Right;
(f6) that, in accordance with Section 5.5 hereof, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aand as provided herein; and
(7) or that notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Vitran Corp Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation Veresen and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the CorporationVeresen, the Rights Agent and any agent of the Corporation Veresen or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation Veresen or the Rights Agent) for all purposes whatsoever, and neither the Corporation Veresen nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither Veresen nor the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation Fund and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareTrust Unit;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;.
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Trust Unit certificate) for registration of transfer, the CorporationFund, the Rights Agent and any agent of the Corporation Fund or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Trust Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Trust Unit certificate made by anyone other than the Corporation Fund or the Rights Agent) for all purposes whatsoever, and neither the Corporation Fund nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Trust Units upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Fund nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement (Enerplus Resources Fund)
Agreement of Rights Holders. Every holder of Rights by accepting the --------------------------- same consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Capital Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Capital Stock certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Capital Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights Beneficially Owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.4(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Company nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Persons as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Stockholder Protection Rights Agreement (Ivi Checkmate Corp)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is shall be transferable only together with, and shall be transferred by a transfer of, the associated Voting Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Voting Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Voting Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Voting Share upon exercise of a Right;
(f) this Agreement may be supplemented or amended from time to time pursuant to Subsection subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Atlantic Power Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, provided the Separation Time follows the Record Time, from and after the Record Time and prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, from and after the Record Time and prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares or other securities upon exercise of a Right;Right (except as provided herein); and
(f) that, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rightsand as provided herein.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Gold Reserve Corp)
Agreement of Rights Holders. Every Each holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided in this Agreement; and
(g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same a Right consents and agrees with the Corporation Company and the Rights Agent and with every other holder of Rights that:
(a) such holder shall it will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only upon the registration of the transfer on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the CorporationCompany, the Rights Agent and any agent of the Corporation Company or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation Company or the Rights Agent) for all purposes whatsoever, and neither the Corporation Company nor the Rights Agent shall be affected by any notice to the contrary;
(e) such without the approval of any holder has waived all rights to receive any fractional Right or fractional Share of Rights and upon exercise the sole authority of a Right;
(f) the Board of Directors of the Company acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein;
(f) such holder of Rights has waived its right to Subsection 5.4(areceive any fractional Rights or any fractional shares upon exercise of a Right (except as provided herein); and
(g) or that notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Company nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Med BioGene Inc.)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation TELUS and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShare certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the CorporationTELUS, the Rights Agent and any agent of the Corporation TELUS or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation TELUS or the Rights Agent) for all purposes whatsoever, and neither the Corporation TELUS nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that without the approval of any holder of Rights or Shares and upon the sole authority of the Board of Directors this Agreement may be supplemented or amended from time to time pursuant to Subsection Section 5.4(a) or and the last sentence of the penultimate paragraph of Subsection Section 2.3(a); and
(g) hereof upon that notwithstanding anything in this Agreement to the sole authority of contrary, neither TELUS nor the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or to any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a1) such holder shall to be bound by and subject to the provisions of this Agreement, as amended or supplemented from time to time in accordance with the terms hereof, in respect of all Rights held;
(b2) that prior to the Separation Time, Time each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c3) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d4) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may shall be entitled to deem and treat the Person person in whose name the Rights Certificate (or, or prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e5) that such holder of Rights is not entitled and has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a Right;
(f6) that, in accordance with Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aand as provided herein; and
(7) or that notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by SHAREHOLDER RIGHTS PLAN reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation, or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Virginia Mines Inc.)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is shall be transferable only together with, and shall be transferred by a transfer of, the associated Common Share;
(c) after the Separation Time, the Rights Certificates are shall be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Common Share upon exercise of a Right;
(f) this Agreement may be supplemented or amended from time to time pursuant to Subsection subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Atlantic Power Corp)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation Inovalis and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareUnit certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationInovalis, the Rights Agent and any agent of the Corporation Inovalis or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation Inovalis or the Rights Agent) for all purposes whatsoever, and neither the Corporation Inovalis nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Units or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Units and upon the sole authority of the Board of Trustees, acting in good faith, this Agreement may be supplemented or amended from time to time to cure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective, as provided herein;
(g) the Rights Agent shall not be liable to any holder for any failure on the part of Inovalis to perform any of its duties pursuant to Subsection 5.4(athe terms of this Agreement; and
(h) or notwithstanding anything in this Agreement to the last sentence of contrary, neither Inovalis nor the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by a governmental authority, prohibiting or otherwise restraining performance of such obligations.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareShares;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
g) that notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rights.a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation. ARTICLE 3
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Gildan Activewear Inc)
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is transferable only together with, and shall be transferred by a transfer of, the associated Share;
(c) after the Separation Time, the Rights Certificates are transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a Right;
(f) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board of Directors without the approval of any holder of Rights; and
(g) notwithstanding anything in this Agreement to the contrary, neither the Corporation nor the Rights Agent shall have any liability to any holder of a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by a governmental authority, prohibiting or otherwise restraining performance of such obligations.
Appears in 1 contract
Samples: Rights Agreement
Agreement of Rights Holders. Every Each holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Common Shares or other securities upon exercise of a RightRight (except as provided herein);
(f) that, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(acure any ambiguity or to correct or supplement any provision contained herein which may be inconsistent with the intent of this Agreement or is otherwise defective; and
(g) or notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that, prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Common Share;
(c) that, after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that, prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share shares upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Common Shares and upon the sole authority of the Board of Directors acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) that, notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Descartes Systems Group Inc)
Agreement of Rights Holders. Every holder of Rights a Right by accepting the same consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights a Right that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated Shareshare of Common Stock;
(cb) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(dc) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(ed) such holder has waived all rights to receive any fractional Right or fractional Share upon exercise of a RightRights beneficially owned by certain Persons will, under the circumstances set forth in Section 3.1(b), become void;
(fe) this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aSection 2.3(b) or 5.4; and
(f) notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Corporation nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or other Person as a result of the Rights Agent's inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Corporation must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Parkervision Inc)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same such Rights, consents and agrees with the Corporation and the Rights Agent and with every other holder of Rights that:
(a) such holder shall be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareCommon Share certificate representing such Right;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) for registration of transfer, the Corporation, the Rights Agent and any agent of the Corporation or the Rights Agent may deem and treat the Person person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Common Share certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Common Share certificate made by anyone other than the Corporation or the Rights Agent) for all purposes whatsoever, and neither the Corporation nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder has waived all rights is not entitled to receive any fractional Right Rights or fractional Share Common Shares upon the exercise of a Right;Rights; and
(f) notwithstanding anything in this Agreement may be supplemented or amended from time to time pursuant the contrary, neither the Corporation nor the Rights Agent shall have any liability to Subsection 5.4(a) or the last sentence of the penultimate paragraph of Subsection 2.3(a) hereof upon the sole authority of the Board without the approval of any holder of Rights.a Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation. ARTICLE 3
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Falconbridge LTD)
Agreement of Rights Holders. Every holder of Rights Rights, by accepting the same same, consents and agrees with the Corporation Trust and the Rights Agent and with every other holder of Rights thatRights:
(a) such holder shall to be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) that prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareUnit certificate representing such Right;
(c) that after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) that prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) for registration of transfer, the CorporationTrust, the Rights Agent and any agent of the Corporation Trust or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Unit certificate made by anyone other than the Corporation Trust or the Rights Agent) for all purposes whatsoever, and neither the Corporation Trust nor the Rights Agent shall be affected by any notice to the contrary;
(e) that such holder of Rights has waived all rights its right to receive any fractional Right Rights or any fractional Share Units or other securities upon exercise of a RightRight (except as provided herein);
(f) that, subject to the provisions of Section 5.4, without the approval of any holder of Rights or Voting Units and upon the sole authority of the Board of Directors, acting in good faith, this Agreement may be supplemented or amended from time to time pursuant to Subsection 5.4(aand as provided herein; and
(g) or that notwithstanding anything in this Agreement to the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Trust nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of preliminary or permanent injunctions or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulations or executive order promulgated or enacted by any governmental authority prohibiting or otherwise restraining performance of such obligation. The Rights Agent shall have no obligation to ensure or verify compliance with any applicable laws or regulatory requirements on the issue, exercise or transfer of any Rights or Units issuable upon the exercise thereof. The Rights Agent shall be entitled to process all transfers and exercises of Rights upon the presumption that such transfers or exercises are permissible pursuant to all applicable laws and regulatory requirements. The Rights Agent shall have no obligation to ensure that the legends appearing on the Rights Certificates or Units comply with regulatory requirements or securities laws of any applicable jurisdiction.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement
Agreement of Rights Holders. Every holder of Rights by accepting the same consents and agrees with the Corporation Fund and the Rights Agent and with every other holder of Rights that:
(a) such holder shall he will be bound by and subject to the provisions of this Agreement, as amended from time to time in accordance with the terms hereof, in respect of all Rights held;
(b) prior to the Separation Time, each Right is will be transferable only together with, and shall will be transferred by a transfer of, the associated ShareTrust Unit;
(c) after the Separation Time, the Rights Certificates are will be transferable only on the Rights Register as provided herein;
(d) prior to due presentment of a Rights Certificate (or, prior to the Separation Time, the associated Share Trust Unit certificate) for registration of transfer, the CorporationFund, the Rights Agent and any agent of the Corporation Fund or the Rights Agent may deem and treat the Person in whose name the Rights Certificate (or, prior to the Separation Time, the associated Share Trust Unit certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on such Rights Certificate or the associated Share Trust Unit certificate made by anyone other than the Corporation Fund or the Rights Agent) for all purposes whatsoever, and neither the Corporation Fund nor the Rights Agent shall be affected by any notice to the contrary;
(e) such holder of Rights has waived all rights his right to receive any fractional Right Rights or any fractional Share Trust Units upon exercise of a RightRight (except as provided herein);
(f) subject to the provisions of Section 5.4, without the approval of any holder of Rights and upon the sole authority of the Board acting in good faith this Agreement may be supplemented or amended from time to time pursuant as provided herein; and
(g) notwithstanding anything in this Agreement to Subsection 5.4(a) or the last sentence of contrary, neither the penultimate paragraph of Subsection 2.3(a) hereof upon Fund nor the sole authority of the Board without the approval of Rights Agent shall have any liability to any holder of Rightsa Right or any other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation.
Appears in 1 contract
Samples: Unitholder Rights Plan Agreement (Enerplus Resources Fund)
