Authentication by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been Authenticated by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt has been duly issued hereunder and that the holder is entitled to the benefits hereof. (b) The Authentication of the Subscription Receipt Agent on Subscription Receipt Certificates or Uncertificated Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified herein. The certification by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty by the Subscription Receipt Agent that the said Subscription Receipt Certificates have been duly certified by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.
Appears in 6 contracts
Samples: Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement
Authentication by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder to the benefit hereof until it has been Authenticated by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) The Authentication of the Subscription Receipt Agent on Subscription Receipt Certificates or Uncertificated Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified herein. The certification Authentication by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty by the Subscription Receipt Agent that the said Subscription Receipt Certificates have been duly certified Authenticated by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Americas Gold & Silver Corp)
Authentication by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued orCertificate, if issued, shall will be valid for any purpose or entitle the holder to the benefit benefits hereof until it has been Authenticated certified by manual signature by or on behalf of the Subscription Receipt AgentAgent substantially in the form of the certificate attached hereto as Schedule "A" or in such other form as may be approved by the Subscription Receipt Agent and the Corporation. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Corporation that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.
(b) The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment or otherwise) by completing its Internal Procedures and the Corporation shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipt under this Subscription Receipt Agreement. The Authentication by the Subscription Receipt Agent on of any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or such Uncertificated Subscription Receipt has Receipts have been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) of this Agreement, including valid entitlement to the underlying Common Shares. The Authentication of register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent on Subscription Receipt Certificates to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Corporation.
(c) Any Subscription Receipt Certificate validly issued hereunder in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire the underlying Common Shares, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.
(d) No Subscription Receipt shall (i) be considered issued, valid, or obligatory; nor (ii) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register or otherwise, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated of such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified hereinthereof. The certification by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Corporation that the said Subscription Receipt Certificates Receipts so Authenticated have been duly certified by or on behalf of issued hereunder and that the Subscription Receipt Agent pursuant holder thereof is entitled to the provisions benefits of this Agreement.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Authentication by the Subscription Receipt Agent. (a) The Subscription Receipts will be Authenticated by the Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the receipt of written direction treasury directions of the Corporation. .
(b) No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder Receiptholder to the benefit hereof until until:
(i) in the case of an Offered Subscription Receipt in non-certificated form, it has been Authenticated by entry on the register of the particulars of the non-certificated Subscription Receipt. Such entry on the register of the particulars of a non-certificated Subscription Receipt shall be conclusive evidence that such non-certificated Subscription Receipt is a valid and binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement;
(ii) in the case of a Subscription Receipt in certificated form, the Subscription Receipt Certificate has been Authenticated by manual signature by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on upon any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt so Authenticated has been duly issued hereunder and that the holder is entitled to the benefits hereof.
(bc) The Authentication of the Subscription Receipt Agent on of a Subscription Receipt Certificates or Uncertificated Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified herein. The certification Authentication by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty by the Subscription Receipt Agent that the said Subscription Receipt Certificates have been duly certified Authenticated by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Authentication by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued orCertificate, if issued, shall will be valid for any purpose or entitle the holder to the benefit benefits hereof until it has been Authenticated by signature by or on behalf of the Subscription Receipt AgentAgent substantially in the form of the certificate attached hereto as Schedule βAβ or in such other form as may be approved by the Subscription Receipt Agent and the Company. The certification by the Subscription Receipt Agent on a Subscription Receipt Certificate will be conclusive evidence as against the Company that such Subscription Receipt Certificate has been issued hereunder and that the holder thereof is entitled to the benefits hereof.
(b) The Subscription Receipt Agent shall Authenticate Uncertificated Subscription Receipts (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Subscription Receipt under this Subscription Receipt Agreement. The Authentication by the Subscription Receipt Agent on of any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation Company that the Subscription Receipt Certificate or such Uncertificated Subscription Receipt has Receipts have been duly issued hereunder and that the holder is entitled to the benefits hereof.
(b) of this Agreement. The Authentication of register shall be final and conclusive evidence as to all matters relating to Uncertificated Subscription Receipts with respect to which this Agreement requires the Subscription Receipt Agent on Subscription Receipt Certificates to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error, and any Uncertificated Subscription Receipts recorded therein shall be binding on the Company.
(c) Any Subscription Receipt Certificate validly issued hereunder in accordance with the terms of this Agreement in effect at the time of issue of such Subscription Receipt Certificate shall, subject to the terms of this Agreement and applicable law, validly entitle the holder to acquire Underlying Units, notwithstanding that the form of such Subscription Receipt Certificate may not be in the form then required by this Agreement.
(d) No Subscription Receipt shall (i) be considered issued, valid, or obligatory; nor (ii) entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by the Subscription Receipt Agent. Authentication by the Subscription Receipt Agent, including by way of entry on the register or otherwise, shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated of such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Company of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified hereinthereof. The certification by or on behalf of the Subscription Receipt Agent on Subscription Receipt Certificates shall constitute a representation and warranty Authentication by the Subscription Receipt Agent shall be conclusive evidence as against the Company that the said Subscription Receipt Certificates Receipts so Authenticated have been duly certified by or on behalf of issued hereunder and that the Subscription Receipt Agent pursuant holder thereof is entitled to the provisions benefits of this Agreement.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Authentication by the Subscription Receipt Agent. (a) The Subscription Receipt Agent shall Authenticate Subscription Receipt Certificates or Uncertificated Subscription Receipts to be issued by the Corporation upon the written direction of the Corporation. No Subscription Receipt Certificate shall be issued or, if issued, shall be valid for any purpose or entitle the holder Receiptholder to the benefit benefits hereof until it has been Authenticated by or on behalf of the Subscription Receipt Agent, and such Authentication by the Subscription Receipt Agent on of any Subscription Receipt Certificate or with respect to any Uncertificated Subscription Receipt shall be conclusive evidence as against the Corporation that the Subscription Receipt Certificate or Uncertificated Subscription Receipt so Authenticated has been duly issued hereunder and that the holder Receiptholder is entitled to the benefits hereof.
(b) The Authentication of the Subscription Receipt Agent on Subscription Receipt Certificates or Uncertificated of Subscription Receipts issued hereunder shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of this Agreement or the Subscription Receipt Certificates or Uncertificated Subscription Receipts (except the due Authentication thereof) and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipt Certificates or Uncertificated Subscription Receipts or any of them or of the consideration therefor except as otherwise specified herein. The certification Authentication by or on behalf of the Subscription Receipt Agent on of Subscription Receipt Certificates Receipts shall constitute a representation and warranty by the Subscription Receipt Agent that the said Subscription Receipt Certificates Receipts have been duly certified Authenticated by or on behalf of the Subscription Receipt Agent pursuant to the provisions of this Agreement.
Appears in 1 contract