Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. (b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless: (i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor; (ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor; (iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor; (iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository; (v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel; (vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or (vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi). (c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange. (d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof. (e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation. (f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository. (g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for: (i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee); (ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or (iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant. (h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 12 contracts
Samples: Warrant Indenture (Columbia Care Inc.), Warrant Indenture (Columbia Care Inc.), Warrant Indenture (Columbia Care Inc.)
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6Article 2, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Certificated Warrants in definitive form or to have their names appear in the register maintained by the Warrant Agent referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8(a) herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Certificated Warrants or Warrants registered, and no transfer of any a CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viivi) such registration right is effected in accordance with required by Applicable Law, as determined by the internal procedures of the Depository Corporation and the Warrant AgentCorporation's counsel, following which, which Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(b).
(c) Subject to the provisions of this Section 2.6Article 2, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6Article 2, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenturecontrary, subject to applicable law, Applicable Law the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 Article 2 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 5 contracts
Samples: Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.), Warrant Indenture (mCloud Technologies Corp.)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 4 contracts
Samples: Warrant Indenture, Warrant Indenture (Flora Growth Corp.), Warrant Indenture
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, acting reasonably, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(ii) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(iv) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Legislation, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate executed by an officer of the Corporation Company giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (viSection 2.6(b)(vii).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 3 contracts
Samples: Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.), Warrant Indenture (IM Cannabis Corp.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Legislation or U.S. Securities Laws, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Depository Global Warrant, or in exchange for or in lieu of a CDS Depository Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Depository Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(viif) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (Sandstorm Gold LTD), Warrant Indenture (Sandstorm Gold LTD)
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s 's Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(viivi) such registration is effected in accordance with the Internal Procedures of the Warrant Agent and such other internal procedures of the Depository and the Warrant AgentDepository, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer's certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(iSubsection 2.6(a)(i) – to (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a) Registration 2.6.1 Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depositoryherein, as determined by the Corporation, or as may be requested by a Depository from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants Warrant shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the Warrant register referred to in Section 2.9 herein.
(b) 2.6.2 Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any a CDS Global Warrants Warrant in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is Person or a Qualified Institutional Buyer), person in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableUnited States; or
(viig) upon request of a holder and such registration or transfer is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, which Warrants for those holders requesting the same such registration or transfer shall be registered and issued to the beneficial owners of such Warrants or their nominees nominees, or such other person as directed by the Depositoryholders. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)2.6.2.
(c) 2.6.3 Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions as the CDS Global Warrants (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (Amaya Gaming Group Inc.), Warrant Indenture (Amaya Gaming Group Inc.)
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (viSection 2.6(b)(vii).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2)(a)—(f).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (Cohbar, Inc.), Warrant Indenture (Cohbar, Inc.)
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository or in the form of Uncertificated Warrants [NTD: it appears that the end of this sentence has been cut off].
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (Bunker Hill Mining Corp.), Warrant Indenture (Bunker Hill Mining Corp.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Legislation or U.S. Securities Laws, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (HEXO Corp.), Warrant Indenture (HEXO Corp.)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depositary or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (Warrantholder, other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), QIB Purchaser (in which case, case the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent), following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation Company shall provide a certificate of the Corporation Company giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided Notwithstanding any terms set out herein, Warrants having the legend set forth in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall 2.9(1) herein may not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, held in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) in the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder form of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)Uncertificated Warrants.
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f2) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g3) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h4) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Special Warrants held by the Depository shall be made only through the book entry registration system and no Special Warrant Certificates shall be issued in respect of such Special Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6herein, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Special Warrants registered in their names and shall not receive or be entitled to receive Special Warrants in definitive form or to have their names appear in the register referred to register. Notwithstanding any terms set out herein, Special Warrants having any legend set forth in Section 2.9 herein2.4(g) herein and held in the name of the Depository may only be held in the form of Uncertificated Special Warrants with the prior consent of the Special Warrant Agent and in accordance with the Internal Procedures of the Special Warrant Agent.
(b) Notwithstanding any other provision in this Special Warrant Indenture, no CDS Global Warrants may be exchanged in whole or in part for Special Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, registered in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Special Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawLaw, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Special Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), person in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableUnited States; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Special Warrant Agent, ; following which, Special Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Special Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Special Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)Section.
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Special Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Special Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(ed) Notwithstanding anything to the contrary in this Special Warrant Indenture, subject to applicable law, the a CDS Global Warrant will be issued as an Uncertificated Special Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(fe) The rights of beneficial owners of Special Warrants who hold securities entitlements in respect of the Special Warrants through the book entry registration system shall be limited to those established by applicable law Law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Special Warrants who hold securities entitlements in respect of the Special Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(gf) Notwithstanding anything herein to the contrary, neither the Corporation nor the Special Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Special Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Special Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(hg) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Special Warrants shall be evidenced by Special Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Special Warrant Indenture (Aurora Cannabis Inc), Special Warrant Indenture (DHX Media Ltd.)
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any U.S. Legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Depository and the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture (Trulieve Cannabis Corp.), Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Depository and the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants.
(a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – - (vivii).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vi)f) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6section 2.8, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 section 2.9. Notwithstanding any terms set out herein, Warrants having the legend set forth in section 2.20(1) may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indentureindenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(asection 2.20(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation Company shall provide a certificate of the Corporation Company giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(isection 2.8(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6section 2.8, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11section 2.9, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by section 2.20(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6section 2.8, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indentureindenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 section 2.8 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Common Share Purchase Warrant Indenture (Silver Wheaton Corp.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(viif) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – —(vie).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants.
(a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; oror
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi- 2.6(b)(vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided Notwithstanding any terms set out herein, Warrants having the legend set forth in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall 2.9(1) herein may not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, held in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.Uncertificated Warrants.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f2) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g3) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; oror
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h4) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.9 herein and may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS Depository Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the DepositoryDepository and has communicated such determination to the Warrant Agent;
(ve) such right is required by applicable lawApplicable Legislation or Applicable Securities Laws, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global WarrantsWarrants or to the legend required by Section 2.8(2) and the restrictions set out in such legend) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Depository Global Warrant, or in exchange for or in lieu of a CDS Depository Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Depository Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, Applicable Legislation as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a QIB Purchaser or U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableAccredited Investor; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – –(vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.62.6 and as required pursuant to Section 3.2(3), owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) Required pursuant to Section 3.2(3);
(f) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vig) the Warrant is to be Authenticated to or for the account or benefit of a Person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in Person; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion upon written notice to the Warrant Agent in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.62.7, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 hereinRegister.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, Applicable Legislation as determined by the Corporation and the Corporation’s 's Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that Person who is not a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in clauses (a) to (f) of this Section 2.6(b)(i) – (vi2.7(2).
(c3) Subject to the provisions of this Section 2.62.7, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.62.7, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 2.7 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Second Supplemental Warrant Indenture (Osisko Development Corp.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Each CDS Global Warrant originally issued in Canada and held by the Depository, and each CDS Global Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time: “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VERIS GOLD CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
(4) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Veris Gold Corp.)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer)Purchaser, in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(3), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, . following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2. 8 and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register Register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2)(a)-(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant Warrants will be issued as an Uncertificated WarrantWarrants, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a)
2.6.1 Registration and reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Uncertificated Warrants registered in the name of the Depository shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein. Warrants registered in the name of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(b) 2.6.2 Notwithstanding any other provision in this Indenture, no CDS Global Uncertificated Warrants registered in the name of the Depository may not be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Uncertificated Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Uncertificated Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Uncertificated Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)2.6.2.
(c) 2.6.3 Subject to the provisions of this Section 2.6, any exchange of CDS Global Uncertificated Warrants registered in the name of the Depository for Warrants that which are not CDS Global Uncertificated Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such CDS Global Uncertificated Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global such Uncertificated Warrants) as the CDS Global such Uncertificated Warrants or portion thereof surrendered upon such exchange.
(d) 2.6.4 Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrantan Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of a CDS Global an Uncertificated Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global an Uncertificated Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Uncertificated Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) 2.6.5 The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) 2.6.6 Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 2.6.7 The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s 's Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – (vi)-(g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register of Warrantholders referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and the Company and in accordance with the internal procedures of the Warrant Agent.
(b2) Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A: hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.
3) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(3)(a) – (vito Section 2.6(3)(f).
(c4) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d5) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e6) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f7) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) 8) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h9) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants.
(a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein and may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate executed by an officer of the Corporation Company giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Legislation or Applicable Securities Laws, as determined by the Corporation and the Corporation’s 's Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer's certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any a CDS Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s 's Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Midway Gold Corp)
Book Entry Only Warrants.
(a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vi)g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a QIB Purchaser or U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableAccredited Investor; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2)(a)-(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) or any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(v) such right is required by applicable lawApplicable Legislation or U.S. Securities Laws, as determined by the Corporation and the Corporation’s Counsel;
(vi's Counsel or is required pursuant to Section 3.3(d) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in under this Indenture ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer's certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(b).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or of transfer of a CDS Depository Global Warrant, or in exchange for or in lieu of a CDS Depository Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Depository Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any a CDS Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(v) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(b).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(isubsections 2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vi)g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vi)g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the DepositoryDepository or pursuant to the Direct Registration System through the Warrant Agent.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants.
(a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant Warrants will be issued as an Uncertificated WarrantWarrants, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants.
(a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – - (vivii).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s 's Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(4)(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to exercised by or for the account or benefit of a person in the United States or a U.S. Person, in which case such Warrantholder will request the withdrawal of the Uncertificated Warrant from the non-certificated inventory system of the Depositary and request a Certificated Warrant in exchange for such Uncertificated Warrant (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant Warrants will be issued as an Uncertificated WarrantWarrants, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Legislation or Applicable Securities Laws, as determined by the Corporation and the Corporation’s 's Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Vista Gold Corp)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository Depository, if any, shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants Warrants, if any, shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(2) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants Warrants, if any, may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) if applicable, the Warrant is to be Authenticated to or for the account or for benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(2), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent), following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange a transfer of CDS Global Warrants Warrants, if any, for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(2) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, if any, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant Warrant, if any, will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Depository and the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The the Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The the Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to to, or for the account or benefit of of, a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Jet Metal Corp.)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Corporation and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures Internal Procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – to (vi)f) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the Internal Procedures of the Warrant Agent and such other internal procedures of the Depository and the Warrant AgentDepository, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(iSubsection 2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Banro Corp)
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Harvest Health & Recreation Inc.)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Legislation or Applicable Securities Laws, as determined by the Corporation and the Corporation’s 's Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in ; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer's certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Depository Global Warrant, or in exchange for or in lieu of a CDS Depository Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Depository Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Vista Gold Corp)
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Certificated Warrants in definitive form or to have their names appear in the register maintained by the Warrant Agent referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Certificated Warrants or Warrants registered, and no transfer of any a CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in 's counsel; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer)Purchaser, in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates or DRS Advice, as applicable, shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the applicable register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in subsection 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer)Purchaser, in which case, the Warrant Certificate or DRS Advice shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(2), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, . following which, Warrants for those holders requesting the same Certificates or DRS Advice, as applicable, shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(isubsection 2.6(2)(a) – (vito subsection 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by subsection 2.8 and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates or DRS Advice, as applicable, registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vi)g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any a CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines determines, in its sole discretion, acting reasonably, that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer)person in the United States, in purchasing pursuant to Rule 506(b) of Regulation D; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.62.7, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 hereinRegister.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, Applicable Legislation as determined by the Corporation and the Corporation’s 's Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableQIB Purchaser; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in clauses (a) to (f) of this Section 2.6(b)(i) – (vi2.7(2).
(c3) Subject to the provisions of this Section 2.62.7, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.62.7, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 2.7 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Supplemental Warrant Indenture (Osisko Development Corp.)
Book Entry Only Warrants. (a
1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register of Registered Warrantholders referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and the Company and in accordance with the internal procedures of the Warrant Agent.
(b2) Each Warrantholder by purchasing such Warrant acknowledges and agrees that the terms and conditions set forth in the form of the Warrant Certificate set out in Schedule “A: hereto shall apply to all Warrants and Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are Registered Warrantholders or owners of Warrant who beneficially hold security entitlements in respect of the Warrants through a Depository.
3) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; oror
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(3)(a) – (vito Section 2.6(3)(f).
(c4) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d5) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.thereof.
(e6) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f7) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) 8) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.Participant.
(h9) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depositary or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, case the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, ). following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito 2.6(f).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. .. Except as provided in this Section 2.62.7, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1)(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.7(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.62.7, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.62.7, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 2.7 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a)–(g) – (vi).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, after due consultation with the Agents, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (Person other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), QIB Purchaser (in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) and held in the name of the Depository may only be held in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, case the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s 's Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – (vi)-(g) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system of the Depository and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or required, as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.9(1) herein may only be held in the name of the Depository or in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to to, or for the account or benefit of of, a U.S. Warrantholder (other than an Original a U.S. Warrantholder Purchaser that is a Qualified Institutional Buyer), ) (in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable); or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants Warrant Certificates for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, 2.6 or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system of the Depository shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration systemsystem of the Depository, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system of the Depository (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, acting reasonably, in which case case, all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any a CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), person in the United States; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Neptune Technologies & Bioressources Inc.)
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, Warrantholder. following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system of the Depository and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or required, as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.9(1) herein may only be held in the name of the Depository or in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to to, or for the account or benefit of of, a U.S. Warrantholder (other than an Original a U.S. Warrantholder Purchaser that is a Qualified Institutional Buyer), ) (in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, 2.6 or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system of the Depository shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration systemsystem of the Depository, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system of the Depository (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case case, all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided Notwithstanding any terms set out herein, Warrants having the legend set forth in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall 2.9(1) herein may not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, held in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) in the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder form of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)Uncertificated Warrants.
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f2) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g3) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h4) The Corporation may terminate the application of this Section 2.6 2.6, in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.62.8, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 Error! Reference source not found. herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section Error! Reference source not found. herein and held in the name of the Depository shall be in the form of Uncertificated Warrants.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.8(b)(i) – (vivii).
(c) Subject to the provisions of this Section 2.62.8, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.14, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.62.8, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 2.8 in its sole discretion, acting reasonably and after due consultation with the Agents, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Depository Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b) Notwithstanding any other provision in this Indenture, no CDS Depository Global Warrants may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any CDS a Depository Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Depository Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Depository Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;; or
(v) such right is required by applicable lawApplicable Legislation or U.S. Securities Laws, as determined by the Corporation and the Corporation’s Counsel;
(vi's Counsel or is required pursuant to Section 3.3(d) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in under this Indenture; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer's certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(b).
(c) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Depository Global Warrants for Warrants that which are not CDS Depository Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.10, mutatis mutandis. All such Warrants issued in exchange for a CDS Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Depository Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Depository Global Warrants) as the CDS Depository Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or of transfer of a CDS Depository Global Warrant, or in exchange for or in lieu of a CDS Depository Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Depository Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration After the Restrictive Period, reregistration of beneficial interests in and transfers of Warrants held by the Depository shall may be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to timesystem. Except as provided in this Section 2.62.7, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.10 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.9 hereinherein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.7(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.62.7, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.62.7, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 2.7 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.9(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.9(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive certificated form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depositary or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s 's Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(viig) such registration is effected in accordance with the internal procedures Internal Procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) Registration Notwithstanding any other provision in this Indenture, reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6section 2.3, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 section 2.12 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in section 2.2 herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;; or
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a)section 2.2, if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, which Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (visection 2.3(b).
(c) Subject Notwithstanding any other provision in this Indenture but subject to the provisions of this Section 2.62.3, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11section 2.9, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by section 2.2 and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Notwithstanding any other provision in this Indenture, every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6section 2.3, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary any other provision in this Indenture,, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f) The Notwithstanding any other provision in this Indenture, the rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contraryany other provision in this Indenture, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time; provided, however, that each Warrant originally issued to a U.S. Person or a person in the United States or for the account or benefit of a U.S. Person or a person in the United States shall be evidenced by a physical Warrant Certificate only. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any a CDS Global Warrants Warrant in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), person in the United States; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a an officer’s certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant Warrants or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the each CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) 2.6.1 Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein.
(b) 2.6.2 Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original a U.S. Warrantholder that is a Qualified Institutional Buyer), Buyer that acquired its Warrants in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(aOffering and holds its Warrants through a Book Entry Only Participant), if applicable; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6.2 (a) – - (vif).
(c) 2.6.3 Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) 2.6.4 Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) 2.6.5 Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) 2.6.6 The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) 2.6.7 Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 2.6.8 The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant AgentPerson, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate of an officer of the Corporation Company giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – (vig).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to exercised by or for the account or benefit of a person in the United States or a U.S. Person, in which case such Warrantholder will request the withdrawal of the Uncertificated Warrant from the non-certificated inventory system of the Depositary and request a Certificated Warrant in exchange for such Uncertificated Warrant (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register of Warrantholders referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Company and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableQIB Purchaser; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate executed by the President and Chief Executive Officer of the Corporation Company (or such other officer as may be acceptable to the Warrant Agent, acting reasonably) (the “Officers’ Certificate”) giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito Section 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as determined by the Corporation from time to time, as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to Register. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having the legend set forth in Section 2.9 herein2.8(2) herein may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Certificated Warrants or Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof thereof, unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) in certain circumstances, the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), person in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableUnited States; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – –(vi)f) .
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant Warrants will be issued as an Uncertificated WarrantWarrants, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretionprovided that it has received the consent of Co-Lead Underwriters to such termination, such consent not to be unreasonably withheld, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(viif) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6 (2)(a) – –(vig).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register of Warrantholders referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and the Corporation and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableBuyer or Accredited Investor; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito Section 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a Person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in Person; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi2.6(2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or of transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository Depositary or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion upon written notice to the Warrant Agent in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants.
(a) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants in accordance with the internal procedures of the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system of the Depository and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or required, as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.10 herein.
(b. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.9(1) herein may only be held in the name of the Depository or in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent. Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to to, or for the account or benefit of of, a U.S. Warrantholder (other than an Original a U.S. Warrantholder Purchaser that is a Qualified Institutional Buyer), Buyer that was an original purchaser of NFT Special Warrants and executed and delivered a QIB Letter) (in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.9(1), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, applicable); following which, Warrants for those holders requesting the same Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c) . Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.13, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.9(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) . Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, 2.6 or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) . Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) . The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system of the Depository shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration systemsystem of the Depository, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) . Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system of the Depository (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) . The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case case, all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), QIB Purchaser (in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same Warrant Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein herein, as determined by the Corporation or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository or in the form of Uncertificated Warrants.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder Person (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a2.8(1), if applicable); or
(viig) upon request of a holder and such registration or transfer is effected in accordance with the internal procedures Internal Procedures of the Depository and the Warrant Agent, . following which, Warrants for those holders requesting the same Certificates shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the DepositoryDepository or the holders, as applicable. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – to (vif).
(c3) Subject to the provisions of this Section 2.6, any exchange transfer of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.12, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global WarrantsWarrants or to any legend required by Section 2.8(1) and the restrictions set out in such legend) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the internal procedures of the Depository and the Warrant Agent.
(b) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(i) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(ii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iii) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(iv) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(v) such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel;
(vi) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend legend set forth in Section 2.8(a), if applicable); or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depository. The Corporation shall provide a certificate of the Corporation giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi).
(c) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The the Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a) 2.6.1 Registration and reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Uncertificated Warrants registered in the name of the Depository shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 2.8 herein. Warrants registered in the name of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(b) 2.6.2 Notwithstanding any other provision in this Indenture, no CDS Global Uncertificated Warrants registered in the name of the Depository may not be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Uncertificated Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Uncertificated Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Uncertificated Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicableWarrantholder; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – (vi)2.6.2.
(c) 2.6.3 Subject to the provisions of this Section 2.6, any exchange of CDS Global Uncertificated Warrants registered in the name of the Depository for Warrants that which are not CDS Global Uncertificated Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.Section
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and in accordance with the Internal Procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Law, as determined by the Corporation and the Corporation’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a person in the United States or a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePerson; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2)(a)–(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable lawApplicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person Person other than the Depository.
Appears in 1 contract
Book Entry Only Warrants. (a1) Registration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the Depository, as determined by the CorporationCompany, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register of Warrantholders referred to in Section 2.9 2.9. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent and the Company and in accordance with the internal procedures of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, in the name of any person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation Company is unable to locate a qualified successor;
(iib) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation Company is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation Company is unable to locate a qualified successor;
(ivd) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable law, as determined by the Corporation Company and the CorporationCompany’s Counsel;
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), in which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicablePurchaser; or
(viig) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation Company shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i2.6(2)(a) – (vito Section 2.6(2)(f).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d4) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e5) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationCompany.
(f6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g7) Notwithstanding anything herein to the contrary, neither the Corporation Company nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ia) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(iib) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iiic) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) 8) The Corporation Company may terminate the application of this Section 2.6 in its sole discretion, discretion in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Only Warrants. (a1) Registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates evidencing ownership in such securities are required or as set out herein or as may be requested by the a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any CDS Global Warrants shall not be entitled to have Warrants registered in their names and shall not receive or be entitled to receive Warrants in definitive form or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants having any legend set forth in Section 2.8 herein and held in the name of the Depository may only be held in the form of Uncertificated Warrants with the prior consent of the Warrant Agent.
(b2) Notwithstanding any other provision in this Indenture, no CDS Global Warrants may be exchanged in whole or in part for Warrants registered, and no transfer of any CDS Global Warrants in whole or in part may be registered, registered in the name of any person Person other than the Depository for such CDS Global Warrants or a nominee thereof unless:
(ia) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Only Warrants and the Corporation is unable to locate a qualified successor;
(iib) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(iiic) the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor;
(ivd) the Corporation determines that the Warrants shall no longer be held as Book Entry Only Warrants through the Depository;
(ve) such right is required by applicable lawApplicable Legislation, as determined by the Corporation and the Corporation’s Counsel;; or
(vif) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (other than an Original U.S. Warrantholder that is a Qualified Institutional Buyer), person in the United States; following which case, the Warrant Certificate shall contain the U.S. Legend set forth in Section 2.8(a), if applicable; or
(vii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders requesting the same such shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the Depositoryholder. The Corporation shall provide a certificate of the Corporation an Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(b)(i) – 2.6 (vi2).
(c3) Subject to the provisions of this Section 2.6, any exchange of CDS Global Warrants for Warrants that which are not CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants issued in exchange for a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such CDS Global Warrants shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Global Warrants) as the CDS Global Warrants or portion thereof surrendered upon such exchange.
(d) Every Warrant that is Authenticated upon registration or transfer of a CDS Global Warrant, or in exchange for or in lieu of a CDS Global Warrant or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such CDS Global Warrant or a nominee thereof.
(e) Notwithstanding anything to the contrary in this Indenture, subject to applicable law, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Only Participants and between such Book Entry Only Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the book entry registration system, and such rights must be exercised through a Book Entry Only Participant in accordance with the rules and procedures of the Depository.
(g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(i) the electronic records maintained by the Depository relating to any ownership interests or any other interests in the Warrants or the depository system maintained by the Depository, or payments made on account of any ownership interest or any other interest of any person in any Warrant represented by an electronic position in the book entry registration system (other than the Depository or its nominee);
(ii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Only Participant relating to any such interest; or
(iii) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Only Participant.
(h) The Corporation may terminate the application of this Section 2.6 in its sole discretion, in which case all Warrants shall be evidenced by Warrant Certificates registered in the name of a person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
