Payment on non-Business Day If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day: (a) the due date shall be extended to the next succeeding Business Day; or (b) if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day, and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.
Business Day For purposes of these By-Laws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.
Effectiveness Definitions (a) The rights and obligations of the parties set forth in this Agreement shall not become effective unless the Company fails to obtain Stockholder Approval at the Stockholders’ Meeting (except that the provisions of Section 7 hereof shall become effective on the date hereof). (b) For purposes of this Agreement:
Formal Date For the purpose of convenience this Indenture may be referred to as bearing the formal date of March 31, 2020 irrespective of the actual date of execution hereof. The parties have executed this Indenture. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Executive Chairman By: Name: Title: By: Name: Title: The parties have executed this Indenture. By: Name: Title: By: /s/ Xxx Xxxxxx Name: Xxx Xxxxxx Title: VP, Corporate Trust By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Director, Corporate Trust No. ● US$● COLUMBIA CARE INC. (the “Corporation”) for value received hereby acknowledges itself indebted and, subject to the provisions of the Note Indenture (the “Indenture”) dated as of March 31, 2020 between the Corporation and ODYSSEY TRUST COMPANY (the “Trustee”), promises to pay to , the registered holder hereof on March 30, 2024 or on such earlier date as the Principal Amount (as defined in the Indenture) may become due in accordance with the provisions of the Indenture (any such date, the “Maturity Date”) the principal sum of ● Dollars (US$●) in lawful money of the United States on presentation and surrender of this Note at the main branch of the Trustee in Vancouver, British Columbia in accordance with the terms of the Indenture, and, subject as hereinafter provided, to pay interest on the Principal Amount hereof (i) from and including the date hereof, or (ii) from and including the last Interest Payment Date (as defined in the Indenture) to which interest shall have been paid or made available for payment hereon, whichever shall be the later, in all cases, to and excluding the next Interest Payment Date, at the rate of 9.875% per annum, in like money, calculated and payable semi-annually in arrears on March 31 and September 30 in each year commencing on September 30, 2020, and the last payment (representing interest payable from the last Interest Payment Date to, but excluding, the Maturity Date) to fall due on the Maturity Date and, should the Corporation at any time make default in the payment of any principal or interest, to pay interest on the amount in default at a rate that is 2.25% higher than the applicable interest rate on the Notes, in like money and on the same dates. The Notes shall bear interest from the date of issue at the rate of 9.875% per annum (based on a year of 365 days or 366, as applicable) and will be payable in equal semi-annual amounts; provided that for any Interest Period (as defined in the indenture) that is shorter than a full semi-annual interest period, interest shall be calculated on the basis of a year of 365 days or 366 days, as applicable, and the actual number of days elapsed in that period. The Corporation shall have the right to redeem or repay any Note prior to the Maturity Date without any premium, penalty, bonus or other payment. This Note is one of the 9.875% Notes of the Corporation issued under the provisions of the Indenture. Reference is hereby expressly made to the Indenture for a description of the terms and conditions upon which the Notes are or are to be issued and held and the rights and remedies of the holders of the Notes and of the Corporation and of the Trustee, all to the same effect as if the provisions of the Indenture were herein set forth to all of which provisions the holder of this Note by acceptance hereof assents. If the date for payment of any amount of principal, premium or interest is not a Business Day (as defined in the Indenture) at the place of payment, then payment will be made on the next Business Day and the holder hereof will not be entitled to any further interest on such principal, or to any interest on such interest, premium or other amount so payable, in respect of the period from the date for payment to such next Business Day. Interest hereon shall be payable by cheque mailed by prepaid ordinary mail or by electronic transfer of funds to the registered holder hereof and, subject to the provisions of this Indenture, the mailing of such cheque or the electronic transfer of such funds shall, to the extent of the sum represented thereby (plus the amount of any Taxes deducted or withheld), satisfy and discharge all liability for interest on this Note. The Notes are issuable only in denominations of US$1,000 and integral multiples thereof. Upon compliance with the provisions of the Indenture, Notes of any denomination may be exchanged for an equal aggregate principal amount of Notes in any other authorized denomination or denominations. Notwithstanding anything to the contrary in this Note, to the extent required by applicable law (as determined in all respects by the Company), payments under this Note will be subject to withholding on account of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of such payments, and no additional amounts shall be paid by the Company to the registered holder in respect of any such withheld amounts. The registered holder hereby acknowledges and accepts that (i) the registered holder is not relying on the Company (or any representative of the Company) for any tax advice relating to the acquisition, ownership or disposition of this Note, including, without limitation, in any jurisdiction in which the registered holder may be subject to any taxes, (ii) payments under this Note may be subject to withholding by the Company, (iii) the Company has not guaranteed to the registered older a net rate of return to the registered older after the imposition of any present or future tax, duty, assessment or governmental charge imposed upon or as a result of any payments under this Note and will not gross up the interest rate or make any additional payments to the holder on account of any such tax, duty or charge, or otherwise, and (iv) the Company may set off and apply any amount otherwise payable to a registered holder under this Note to any liability of the Company for any past, present or future tax, duty, assessment or governmental charge imposed upon or as a result of any amount paid or payable to such registered holder under this Note. The indebtedness evidenced by this Note, and by all other Notes now or hereafter certified and delivered under the Indenture, is a direct secured obligation of the Corporation. These Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. The Notes may only be offered and sold pursuant to an exemption from the registration requirements of the U.S. Securities Act or pursuant to an available exemption from such registration requirements. The Indenture contains provisions making binding upon all holders of Notes outstanding thereunder resolutions passed at meetings of such holders held in accordance with such provisions and instruments signed by the holders of a specified majority of Notes outstanding, which resolutions or instruments may have the effect of amending the terms of this Note or the Indenture. The Indenture contains provisions disclaiming any personal liability on the part of holders of shares of the Corporation and officers, directors and employees of the Corporation in respect of any obligation or claim arising out of the Indenture or this Note. This Note may only be transferred, upon compliance with the conditions prescribed in the Indenture, in one of the registers to be kept at the principal office of the Trustee in the City of Calgary, Alberta and in such other place or places and/or by such other registrars (if any) as the Corporation with the approval of the Trustee may designate. No transfer of this Note shall be valid unless made on the register by the registered holder hereof or his executors or administrators or other legal representatives, or his or their attorney duly appointed by an instrument in form and substance satisfactory to the Trustee or other registrar, and upon compliance with such reasonable requirements as the Trustee and/or other registrar may prescribe and upon surrender of this Note for cancellation. Thereupon a new Note or Notes in the same aggregate principal amount shall be issued to the transferee in exchange hereof. This Note shall not become obligatory for any purpose until it shall have been certified by the Trustee under the Indenture. Capitalized words or expressions used in this Note shall, unless otherwise defined herein, have the meaning ascribed thereto in the Indenture. In the event of any inconsistency between the terms of this Note and the Indenture, the terms of the Indenture shall govern.
Alternate meaning of “listing date If the Issuer is an emerging issuer, an alternate meaning for listing date is the date the Issuer completes its IPO if: (a) the Issuer’s securities are not listed on a Canadian exchange immediately after its IPO; or (b) the Issuer’s securities are listed on a Canadian exchange immediately before its IPO.
Registration Statement Renewal Deadline If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Notes remain unsold by the Underwriters, the Company will prior to the Renewal Deadline file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Notes, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Notes, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Notes to continue as contemplated in the expired registration statement relating to the Notes. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.
Non-Business Day If any payment of principal or interest on any Loan or of any other Obligation shall fall due on a day which is not a Business Day, interest or fees (as applicable) at the rate, if any, such Loan or other Obligation bears for the period prior to maturity shall continue to accrue on such Obligation from the stated due date thereof to and including the next succeeding Business Day, on which the same shall be payable.
Notice and Date of Termination (a) Any termination of the Executive’s employment by the Company or by the Executive shall be communicated by a written notice of termination to the other party (the “Notice of Termination”). Where applicable, the Notice of Termination shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Unless the Board or a committee thereof, in writing, provides a longer notice period, a Notice of Termination by the Executive alleging a termination for Good Reason must be made within one hundred eighty (180) days of the act or failure to act that the Executive alleges to constitute Good Reason. (b) The date of the Executive’s termination of employment with the Company (the “Date of Termination”) shall be determined as follows: (i) if the Executive’s Separation from Service is at the volition of the Company, then the Date of Termination shall be the date specified in the Notice of Termination (which, in the case of a termination by the Company other than for Cause, shall not be less than two (2) weeks from the date such Notice of Termination is given unless the Company elects to pay the Executive, in addition to any other amounts payable hereunder, an amount (the “Payment in Lieu of Notice”) equal to two (2) weeks of the Executive’s Annual Base Salary in effect on the Date of Termination), and (ii) if the Executive’s Separation from Service is by the Executive for Good Reason, the Date of Termination shall be determined by the Executive and specified in the Notice of Termination, but in no event be less than fifteen (15) days nor more than sixty (60) days after the date such Notice of Termination is given. The Payment in Lieu of Notice shall be paid on such date as is required by law, but no later than thirty (30) days after the date of the Executive’s Separation from Service.
Filing Date The 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day. Finance Co.: See the introductory paragraphs hereto. FINRA: See Section 5(s) hereof.
Time and Attention Excluding any periods of vacation and sick leave to which the Executive is entitled, the Executive shall devote substantially all of his attention and time during normal working hours to the business and affairs of the Company and its affiliates. It shall not be considered a violation of the foregoing, however, for the Executive to (i) serve on corporate, industry, educational, religious, civic, or charitable boards or committees or (ii) make and attend to passive personal investments in such form as will not require any material time or attention to the operations thereof during normal working time and will not violate the provisions of section 10 hereof, so long as such activities in clauses (i) and (ii) do not materially interfere with the performance of the Executive's responsibilities as an employee of the Company in accordance with this Agreement or violate section 10 of this Agreement.
