Book Entry Warrants. (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 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 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. (2) Notwithstanding any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any 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 Uncertificated Warrants or a nominee thereof unless: (a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor; (b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor; (c) 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; (d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository; (e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel; (f) the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or (g) 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 holder. 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(2). (3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not 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 such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange. (4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depository, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof. (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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository. (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: (a) 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); (b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or (c) 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 Participant. (7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository. (8) 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 (Contact Gold Corp.), Warrant Indenture (Contact Gold Corp.), Warrant Indenture (Contact Gold Corp.)
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (in which case, the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 3 contracts
Samples: Warrant Indenture (Acreage Holdings, Inc.), Warrant Indenture, Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) – (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 (Niocorp Developments LTD), Warrant Indenture (Niocorp Developments LTD), Warrant Indenture (Niocorp Developments LTD)
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation Company and the Corporation's Company’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than a QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(g).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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 Company.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) 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:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation Company 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, Warrant Indenture, Warrant Indenture
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legends set forth in certificated form in jurisdictions where required by applicable lawSection 2.8, if applicable), if any; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 (TerrAscend Corp.), Warrant Indenture (TerrAscend Corp.)
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2)2.6 (2)(a) –(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 (Tower One Wireless Corp.), Warrant Indenture
Book Entry Warrants. (1a) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository (the CDS Global Warrants) shall be made only through the Book Entry Registration System 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 2.62.3, owners of beneficial interests in any Uncertificated CDS Global 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 2.11 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.14(a) herein may only be issued as an Uncertificated Warrant, unless otherwise requested held in writing by the Depository or form of uncertificated Warrants with the Corporationprior consent of the Warrant Agent and in accordance with internal procedures of the Warrant Agent.
(2b) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry CDS Global Warrants and the Corporation is unable to locate a qualified successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry book entry Warrants through the Depository;
(ev) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(fvi) the Warrant is to be Authenticated as authenticated to, or for the account or benefit of, a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gvii) 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 holder. 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(22.3(b)(i) through (vii).
(3c) Subject to the provisions of this Section 2.62.3, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.8, mutatis mutandis. All such Warrants issued in exchange for such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4d) Every Warrant that is Authenticated authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository CDS Global Warrants or any portion thereof, whether pursuant to this Section 2.6, 2.3 or otherwise, shall be Authenticated authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant CDS Global Warrants or a nominee thereof.
(5e) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants will be issued as uncertificated Warrants, 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 book entry registration system, as represented by the CDS Global Warrants, shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants book entry participants and between such Book Entry Participants book entry participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant book entry participant in accordance with the rules and procedures of the Depository.
(6g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant book entry participant relating to any such interest; or
(ciii) 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 Participantbook entry participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation Company and the Corporation's Company’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than a QIB Purchaser, in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable; or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(g).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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 Company.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) 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:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation Company 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 Warrants.
(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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(2)2.6(2)(a) to Section 2.6(2)(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 2.9. Notwithstanding any terms set out herein. , Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, Legislation as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(g) 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 holder. 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(22.6(2)(a)–(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(a) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(2) Warrants. Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ev) such right is required by applicable law, including Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;
(fvi) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(gvii) 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 holderDepository. 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(22.6(b)(i) to Section 2.6(b)(vi).
(3) . Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(a) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) . Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) . Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation. The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(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:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(ciii) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) . 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 person other than the Depository.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1a) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 CorporationCompany, from time to time. Except as provided in this Section 2.62.4 and during the legend period in Section 2.6(a), owners of beneficial interests in any Uncertificated CDS Global 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 2.7 herein while they are held as book entry securities with the Depository. Notwithstanding any terms set out herein. , Warrants registered having any legend set forth in Section 2.6 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2b) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated a CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(ai) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(bii) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ev) such right is required by Applicable LegislationLaw, as determined by the Corporation Company and the Corporation's Company’s Counsel;
(fvi) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States; or
(gvii) such registration is effected in accordance with the internal procedures of the Depository and Company so instructs the Warrant AgentAgent in writing, 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 holder. The Corporation Company shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(22.4(b), except in the case of Section 2.4(b)(vii).
(3c) Subject to the provisions of this Section 2.62.4, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.11, 2.9 mutatis mutandis. All such Warrants issued in exchange for such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4d) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.62.4, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5e) 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 Depositary or the Company.
(f) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(6g) 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:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(ciii) 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 Participant.
(7h) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation Company may terminate the application of this Section 2.6 2.4 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 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 registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8, if applicable); or
(g) such registration is effected in accordance with the internal procedures of the Depository and the Internal Procedures of 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 holder. 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(2(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8 and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2)2.6 (2)(a) –(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 book entry registration system and no Warrant Certificates shall be issued in respect of such Warrants except where physical certificates Warrant 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 Uncertificated CDS Global 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 Warrant Certificates or to have their names appear in the register referred to in Section 2.9 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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, acting reasonably, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;; or
(fe) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable law; or
(g) such registration is effected in accordance with the internal procedures of the Depository and the Warrant AgentUnited States, 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or internal procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).) ..
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the CDS Global Warrant will be issued as a Certificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 (Helius Medical Technologies, Inc.)
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or internal procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Entry
(b) Warrants and the Corporation is unable to locate a qualified successor;
(bc) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(cd) 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;
(de) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ef) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(fg) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gh) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)2.6 (2)(a) –(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(a) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(2) Warrants. Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ev) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's Counsel;
(fvi) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(gvii) 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 holderDepository. 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(22.6(b)(i) to Section 2.6(b)(vi).
(3) . Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(a) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) . Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) . 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. The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(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:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(ciii) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) . 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as in the United States or to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)2.6 (2)(a)–(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any 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 Uncertificated Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not 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 such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depository, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository.
(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:
(a) 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);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or internal procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Entry;
(b) Warrants and the Corporation is unable to locate a qualified successor;
(bc) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(cd) 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;
(de) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ef) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(fg) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gh) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)2.6 (2)(a) – (f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through CDSX or the Book Entry Registration System applicable 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 Uncertificated CDS Global 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 2.10. Notwithstanding any terms set out herein. , Warrants registered held in the name of the Depository will having any legend set forth in Section 2.9(2) may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation Company and the Corporation's Company’s Counsel;
(f) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in which case, the Warrant Certificate shall contain the legends set forth in Section 2.9, if and as a Warrant in certificated form in jurisdictions where required by applicable lawapplicable); or
(g) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, following which, Warrants for those holders Warrantholders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holderWarrantholder. 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(22.6(2)(a) through (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct and shall be entitled to the same benefits and be subject to the same terms and conditions (conditions, except insofar as they relate specifically to CDS Global Warrants or to any legend required by Section 2.9 and the restrictions set out in such Uncertificated Warrants) legend(s), as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary herein, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Company.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through CDSX or the Book Entry Registration System applicable book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through CDSX or the Book Entry Registration Systemapplicable book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) 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:
(a) 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 CDSX or the Book Entry Registration System (applicable book entry registration system, other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation Company 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 person other than the Depository.
Appears in 1 contract
Book Entry Warrants.
(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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder other than an original Qualified Institutional Buyer that executed and delivered to the Corporation the Qualified Institutional Buyer Letter (in which case the Warrant Certificate shall contain the legend set forth in Section 2.8(1) and 2.8(2), as a Warrant in certificated form in jurisdictions where required by applicable lawapplicable); or
(g) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)2.6 (2)(a)–(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 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 with the Internal Procedures of the Warrant Agent. 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any 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 Uncertificated Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not 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 such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an a Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an a Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the DepositoryWarrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository.
(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:
(a) 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);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is Authenticated to be Authenticated as or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein while they are held as Book Entry Warrants with the Depository. Notwithstanding any terms set out herein. , Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated a CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;; or
(f) the Corporation so instructs the Warrant is Agent, in writing satisfactory to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Logiq, Inc.)
Book Entry Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 2.9. Notwithstanding any terms set out herein. , Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, Legislation as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(g) 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 holder. 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(22.6(2)(a)–(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(1a) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository (the “CDS Global Warrants”) shall be made only through the Book Entry Registration System 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 2.62.4, owners of beneficial interests in any Uncertificated CDS Global 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 2.12 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.15(a) herein may only be issued as an Uncertificated Warrant, unless otherwise requested held in writing by the Depository or form of uncertificated Warrants with the Corporation.prior consent of the Warrant Agent and in accordance with internal procedures of the Warrant Agent.
(2b) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry CDS Global Warrants and the Corporation is unable to locate a qualified successor;successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry book entry Warrants through the Depository;
(ev) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(fvi) the Warrant is to be Authenticated as authenticated to, or for the account or benefit of, a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gvii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, 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 holder. 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(22.4(b)(i) through (vii).
(3c) Subject to the provisions of this Section 2.62.4, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.9, mutatis mutandis. All such Warrants issued in exchange for such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4d) Every Warrant that is Authenticated authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository CDS Global Warrants or any portion thereof, whether pursuant to this Section 2.6, 2.4 or otherwise, shall be Authenticated authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant CDS Global Warrants or a nominee thereof.
(5e) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants will be issued as uncertificated Warrants, 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 book entry registration system, as represented by the CDS Global Warrants, shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants book entry participants and between such Book Entry Participants book entry participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant book entry participant in accordance with the rules and procedures of the Depository.
(6g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant book entry participant relating to any such interest; or
(ciii) 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 Participantbook entry participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6 (2)(a) –(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder(in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(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 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 by Applicable Legislation or as set out herein or as may be requested by the Depository, Depository or as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an Depositary or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; oror
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated WarrantsCDS Global Warrants or to any legend required by Section 2.8(1)) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein while they are held as book entry only securities with the Depository. Notwithstanding any terms set out herein. , Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated a CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States; or
(g) such registration is effected in accordance with the internal procedures of the Depository and Corporation so instructs the Warrant AgentAgent in writing, 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 holder. 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(2), except in the case of Section 2.6(2)(g).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation Company and the CorporationCompany's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Company.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) 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:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation Company 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a person in the United States or a U.S. Person (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable), if any; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or internal procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated Global 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 Uncertificated Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law’s counsel; or
(gf) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Global Warrants) as such Uncertificated the Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya Global Warrant, or in exchange for or in lieu of an Uncertificated a Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Law, the Global Warrant will be issued as a Certificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor Corporation, the Underwriters, the Warrant Agent nor any agent thereof Agent, and their respective agents shall not have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 (Helius Medical Technologies, Inc.)
Book Entry Warrants. (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 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 by Applicable Legislation or as set out herein or as may be requested by the DepositoryDepository or, as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an Depositary or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person (other than an Original QIB Purchaser); or
(g) 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 holder. 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(2)2.6(2)(a) to (f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated WarrantsCDS Global Warrants or to any legend required by Section 2.8(1)) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depository, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository.
(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:
(a) 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);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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.this
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a person in the United States or a U.S. Person (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable), if any; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(g) 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 holder. 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(22.6 (2)(a) –(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2)2.6 (2)(a) –(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ev) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(fvi) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gvii) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(22.6(2)(a) to Section 2.6(2)(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 2.62.6 and during the legend period in Section 2.8(1), owners of beneficial interests in any Uncertificated CDS Global 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 herein while they are held as book entry only securities with the Depository. Notwithstanding any terms set out herein. , Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated a CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States; or
(g) such registration is effected in accordance with the internal procedures of the Depository and Corporation so instructs the Warrant AgentAgent in writing, 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2), except in the case of Section 2.6(2)(g).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or of transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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 Depositary or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or internal procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Entry
(b) Warrants and the Corporation is unable to locate a qualified successor;
(bc) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(cd) 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;
(de) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(ef) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(fg) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gh) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).2.6 (2)(a) –
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 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 with the Internal Procedures of the Warrant Agent. 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any 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 Uncertificated Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not 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 such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an a Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an a Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the DepositoryWarrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository.
(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:
(a) 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);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture (Mogo Inc.)
Book Entry Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant U.S. Warrantholder, other than an Original QIB Purchaser (in certificated form in jurisdictions where required by applicable law; orwhich
(g) 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 holderDepository. 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(2)2.6(2)(a) to Section 2.6(2)(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 2.9. Notwithstanding any terms set out herein. , Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, Legislation as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or
(g) 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 holder. 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(22.6(2)(a)–(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Warrantholder; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated Warrants CDS Global Warrant 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(56) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) any advice or representation made or given by the Depository or those contained herein that relate to the rules and regulations of the Depository Depository, including the Applicable Procedures, or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the DepositoryDepository and has communicated such determination to the Warrant Agent;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant in certificated form in jurisdictions where required by Certificate shall contain the applicable lawlegend); or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8. and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legend set forth in Section 2.81(1) and 2.8(2), as a Warrant in certificated form in jurisdictions where required by applicable lawapplicable); or
(g) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2)2.6 (2)(a)–(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Re‐registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein while they are held as Book Entry Warrants with the Depository. Notwithstanding any terms set out herein. , Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested in writing by Warrants with the Depository or prior consent of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated a CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States; or
(g) such registration is effected the Corporation so instructs the Warrant Agent, in accordance with the internal procedures of the Depository and writing satisfactory to 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures Applicable Procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated Depository Global 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 maintained by the Warrant Agent referred to in Section 2.9 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 Corporation2.9.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated Depository Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registeredregistered Warrants, and no transfer of any Uncertificated Depository Global 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 a Depository for such Uncertificated Depository Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated Depository Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;; or
(e) such right registration is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as a Warrant in certificated form in jurisdictions where required by applicable law; or
(g) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation giving notice to the Warrant Agent if the Corporation becomes aware of the occurrence of any event outlined in this Section 2.6(2)2.6.
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Depository Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a Depository Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Depository Global Warrants) as such Uncertificated the Depository Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya Depository Global Warrant, or in exchange for or in lieu of an Uncertificated a Depository Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya Depository Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Depository Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, any Depository Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Entry, Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 shall be registered and issued to the beneficial owners of such Warrants or their nominees as directed by the holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer's Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(22.6(2)(a) – (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository 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, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 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 registered having the legend set forth in Section 2.8(1) herein may only be held in the name form of Uncertificated Warrants with the prior consent of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(2)2.6(2)(a) to Section 2.6(2)(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8(1) herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;; 51924641.3
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant Certificate shall contain the legend set forth in Section 2.8(1) and Section 2.8(2), as a Warrant in certificated form in jurisdictions where required by applicable lawapplicable); or
(g) 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 holder. The Corporation shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(2) (a)–(f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable LegislationLaw, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder, other than an Original QIB Purchaser (in which case the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holderDepository. 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(2)2.6(2)(a) to Section 2.6(2)(f) .
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated CDS Global Warrants shall direct 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 or to the legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a U.S. Warrantholder (in which case the Warrant in certificated form in jurisdictions where required by Certificate shall contain the applicable lawlegend); or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8. and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having any legend set forth in Section 2.8 herein and held in the name of the Depository will may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (in which case, the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); oror
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8 and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System NCI 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or Internal Procedures of the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System NCI book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration SystemNCI book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 NCI book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation may terminate the application of this Section 2.6 in its sole discretion discretion, acting reasonably and after due consultation with Beacon Securities Limited, 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 Warrants. (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 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as in the United States or to or for the account or benefit of a person in the United States or a U.S. Person (in which case, the Warrant Certificate shall contain the legend set forth in certificated form in jurisdictions where required by applicable lawSection 2.8(1), if applicable); or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8(1) and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) 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.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Book Entry Warrants. (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 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 by Applicable Legislation or as set out herein or as may be requested by the Depository, Depository or as determined by the Corporation, from time to time. Except as provided in this Section 2.6, owners of beneficial interests in any Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered having the legend set forth in Section 2.8(1) herein may not be held in the name of the Depository will be issued as an Depositary or in the form of Uncertificated Warrant, unless otherwise requested in writing by the Depository or the CorporationWarrants.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(22.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated WarrantsCDS Global Warrants or to any legend required by Section 2.8(1)) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 person other than the Depository.
Appears in 1 contract
Samples: Warrant Indenture
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Book-Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Book-Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant in certificated form in jurisdictions where required by applicable lawU.S. Purchaser; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book-entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Book-Entry Participants and between such Book Book-Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook-entry registration system, and such rights must be exercised through a Book Book-Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book-entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Book-Entry Participant relating to any such interest; or
(c) 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 Book-Entry Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 herein and may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance Internal Procedures of the Depository or the CorporationWarrant Agent.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;successor;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).2.6 (2)(a) – (g).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration For the purpose of the administration of the Warrants to be issued hereunder and reregistration notwithstanding anything to the contrary contained in this Indenture and the Warrant Certificates, CDS Global Warrants will be registered in the name of the Depository, or its nominee. Subject to applicable law, CDS Global Warrants shall, unless otherwise requested by the Depository or the Company, be issued in uncertificated form. If CDS Global Warrants are represented in certificated form, they shall be represented by a Warrant set forth in Section 2.8, and, if so represented, such Warrant Certificate shall be delivered to the Depository or its nominee. The CDS Global Warrants will be subject to the Internal Procedures applicable to the book-based system. Notwithstanding any terms set out herein, Warrants held in the name of the Depository having any legend set forth in Section 2.8 herein 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.
(2) Reregistration of beneficial interests in and transfers of beneficial ownership in any Warrants held represented by a CDS Global Warrant shall be effected only (a) with respect to the interest of a Book Entry Participant, through records maintained by the Depository shall be made only through or its nominee for such CDS Global Warrant, and (ii) with respect to the interest of any person other than a 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 Participant, through records maintained by the Depository, as determined by the Corporation, from time to timeBook Entry Participants. Except as provided in this Section 2.6In addition, owners of beneficial interests in Warrants may request fully registered Warrant Certificates in accordance with the Internal Procedures and any Uncertificated applicable rules, practices and procedures followed by the Depository. Fully registered Warrant Certificates issued and exchanged pursuant to this Section 2.6(2) as a result of the withdrawal of a number of Warrants from a CDS Global Warrant shall be registered in the name of such names and in such denominations as the Depository shall not instruct the Warrant Agent, provided that the aggregate number of Warrants represented by such Warrant Certificates shall be entitled equal to have the aggregate number of Warrants registered in their names and so withdrawn from a CDS Global Warrant. Upon withdrawal of a CDS Global Warrant for one or more Warrant Certificates, the number of Warrants represented by such CDS Global Warrant 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. Warrants registered in the name of the Depository will be issued as an Uncertificated Warrant, unless otherwise requested in writing reduced by the Depository or the CorporationWarrant Agent.
(23) Notwithstanding For so long as Warrants are represented by a CDS Global Warrant, if any other provision in this Indenture, no Uncertificated Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any 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 Uncertificated Warrants or a nominee thereof unlessfollowing events occurs:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines Company determines, with the consent of the Warrant Agent, that the Warrants shall no longer be held as Book Entry Warrants through the Depository, and has communicated such determination to the Warrant Agent in writing;
(e) such right is required by Applicable Legislation, as determined by the Corporation Company and the Corporation's Counsel;Company
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable law; orthe United States or a U.S. Person,
(g) such registration is effected certificated in accordance with the internal procedures of the Depository and the Warrant Agent, following whichWarrants, subject to Section 2.6, shall be issued in exchange for the CDS Global Warrant or applicable portion thereof in accordance with the provisions of Section 2.11, mutatis mutandis. All such Warrants for those holders requesting the same shall be registered and issued to the beneficial owners of such Warrants or their nominees in such names and in such denominations as directed CDS shall instruct the Warrant Agent, provided that the aggregate number of such Warrants shall be equal to the aggregate number of Warrants represented by the holderCDS Global Warrant so exchanged, and the CDS Global Warrant so exchanged, or the applicable portion thereof, shall be cancelled by the Warrant Agent. 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(22.6 (3)(a) (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated Warrants registered in the name of the Depository for Warrants which are not 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 such Uncertificated Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated Warrants) as such Uncertificated Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Company.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) 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:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants.
(1a) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository (the CDS Global Warrants) shall be made only through the Book Entry Registration System 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 2.62.4, owners of beneficial interests in any Uncertificated CDS Global 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 2.12 herein. Notwithstanding any terms set out herein, Warrants registered held in the name of the Depository will having any legend set forth in Section 2.15(a) herein may only be issued as an Uncertificated Warrant, unless otherwise requested held in writing by the Depository or form of uncertificated Warrants with the Corporationprior consent of the Warrant Agent and in accordance with internal procedures of the Warrant Agent.
(2b) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:unless:
(ai) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry CDS Global Warrants and the Corporation is unable to locate a qualified successor;successor;
(bii) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(ciii) 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;
(div) the Corporation determines that the Warrants shall no longer be held as Book Entry book entry Warrants through the Depository;
(ev) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(fvi) the Warrant is to be Authenticated as authenticated to, or for the account or benefit of, a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(gvii) such registration is effected in accordance with the internal procedures of the Depository and the Warrant Agent, 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 holder. 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(22.4(b)(i) through (vii).
(3c) Subject to the provisions of this Section 2.62.4, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.9, mutatis mutandis. All such Warrants issued in exchange for such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4d) Every Warrant that is Authenticated authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository CDS Global Warrants or any portion thereof, whether pursuant to this Section 2.6, 2.4 or otherwise, shall be Authenticated authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the DepositoryCDS Global Warrants, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant CDS Global Warrants or a nominee thereof.
(5e) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants will be issued as uncertificated Warrants, 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 book entry registration system, as represented by the CDS Global Warrants, shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants book entry participants and between such Book Entry Participants book entry participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant book entry participant in accordance with the rules and procedures of the Depository.
(6g) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(ai) 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 book entry registration system (other than the Depository or its nominee);
(bii) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant book entry participant relating to any such interest; or
(ciii) 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 Participantbook entry participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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 Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global 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 Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, Legislation as determined by the Corporation and the Corporation's Counsel;; or
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form the United States or a U.S. Person (in jurisdictions where required by applicable law; or
(g) such registration is effected in accordance with the internal procedures of the Depository and which case, the Warrant AgentCertificate shall contain the legend set forth in subsection 2.8(2), if 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 holderDepository. 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(2subsection 2.6(2)(a) to (f).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 or to any legend required by Section 2.8 and the restrictions set out in such Uncertificated Warrantslegend) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, the CDS Global Warrants will be issued as Uncertificated Warrants, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law Applicable Legislation and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) The Corporation may terminate the application of this Section 2.6 in its sole discretion discretion, acting reasonably, 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 Warrants. (1) Registration and reregistration Re-registration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 CorporationCompany, from time to time. Except as provided in this Section 2.62.3, owners of beneficial interests in any Uncertificated CDS Global 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 certificated form or to have their names appear in the register referred to in Section 2.9 2.10 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.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated Warrants registered in the name of the Depository a CDS Global Warrant in whole or in part may be registered, in the name of any person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation Company that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation Company is unable to locate a qualified successor;
(b) the Corporation Company determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation Company is unable to locate a qualified successor;
(c) 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;
(d) the Corporation Company determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislationapplicable law, as determined by the Corporation Company and the Corporation's Counsel;Company’s counsel; or
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant U.S. Person or person in certificated form the United States, in jurisdictions where required by applicable law; or
(g) such registration is effected in accordance with which case the internal procedures of Warrants constituting the Depository and the Warrant Agent, following which, CDS Global 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 holderWarrantholder. The Corporation Company shall provide a certificate executed by an officer of the Corporation Officer’s Certificate giving notice to the Warrant Agent of the occurrence of any event outlined in this Section 2.6(22.3(2).
(3) Subject to the provisions of this Section 2.62.3, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated CDS Global Warrants may be made in whole or in part in accordance with the provisions of Section 2.112.8, mutatis mutandis. All such Warrants issued in exchange for such Uncertificated CDS Global Warrants or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depository, or in exchange for or in lieu of an Uncertificated Warrant registered in the name of the Depository or any portion thereof, whether pursuant to this Section 2.6, or otherwise, shall be Authenticated in the form of, and shall be, an Uncertificated Warrant registered in the name of the Depository, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated Warrant or a nominee thereof.
(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 Participants and between such Book Entry 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 Participant in accordance with the rules and procedures of the Depository.
(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:
(a) 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);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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: Common Share Purchase Warrant Indenture (Primero Mining Corp)
Book Entry Warrants. (1) Registration and reregistration Reregistration of beneficial interests in and transfers of Warrants held by the Depository shall be made only through the Book Entry Registration System 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 Uncertificated CDS Global 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 Register. Notwithstanding any terms set out herein. , Warrants registered held in the name of the Depository will having any legend set forth in Section 2.8 may only be issued as an held in the form of Uncertificated Warrant, unless otherwise requested Warrants with the prior consent of the Warrant Agent and in writing by accordance with the Depository or the CorporationInternal Procedures.
(2) Notwithstanding any other provision in this Indenture, no Uncertificated CDS Global Warrants registered in the name of the Depository may be exchanged in whole or in part for Warrants registered, and no transfer of any Uncertificated CDS Global Warrants registered in the name of the Depository in whole or in part may be registered, in the name of any person Person other than the Depository for such Uncertificated CDS Global Warrants or a nominee thereof unless:
(a) the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the Book Entry Warrants and the Corporation is unable to locate a qualified successor;
(b) the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly discharge its responsibilities as holder of the Uncertificated CDS Global Warrants registered in the name of the Depository and the Corporation is unable to locate a qualified successor;
(c) 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;
(d) the Corporation determines that the Warrants shall no longer be held as Book Entry Warrants through the Depository;
(e) such right is required by Applicable Legislation, as determined by the Corporation and the Corporation's ’s Counsel;
(f) the Warrant is to be Authenticated as to or for the account or benefit of a Warrant person in certificated form in jurisdictions where required by applicable lawthe United States or a U.S. Person; or
(g) 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 holder. 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(2).
(3) Subject to the provisions of this Section 2.6, any exchange of Uncertificated CDS Global Warrants registered in the name of the Depository for Warrants which are not Uncertificated 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 such Uncertificated Warrants a CDS Global Warrant or any portion thereof shall be registered in such names as the Depository for such Uncertificated 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 such Uncertificated CDS Global Warrants) as such Uncertificated the CDS Global Warrants or portion thereof surrendered upon such exchange.
(4) Every Warrant that is Authenticated upon registration or transfer of an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, or in exchange for or in lieu of an Uncertificated a CDS Global Warrant registered in the name of the Depository 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, an Uncertificated Warrant registered in the name of the Depositorya CDS Global Warrant, unless such Warrant is registered in the name of a person other than the Depository for such Uncertificated CDS Global Warrant or a nominee thereof.
(5) Notwithstanding anything to the contrary in this Indenture, subject to Applicable Legislation, each CDS Global Warrant will be issued as an Uncertificated Warrant, unless otherwise requested in writing by the Depository or the Corporation.
(6) The rights of beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration System book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Warrants who hold securities entitlements in respect of the Warrants through the Book Entry Registration Systembook entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and procedures of the Depository.
(67) Notwithstanding anything herein to the contrary, neither the Corporation nor the Warrant Agent nor any agent thereof shall have any responsibility or liability for:
(a) 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 Person in any Warrant represented by an electronic position in the Book Entry Registration System book entry registration system (other than the Depository or its nominee);
(b) maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or
(c) 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 Participant.
(7) Notwithstanding any provisions made in this Indenture, it is acknowledged and understood that the beneficial Warrantholders and Participants shall have to comply with the internal policies and procedures of the Depository which may impose an earlier cut-off time on the Expiry Date and that the Warrant Agent shall have no responsibility in connection with any such cut-off time imposed by the Depository.
(8) 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
