Depositary and Procedures Clause Samples
The 'Depositary and Procedures' clause defines the responsibilities and processes related to the party or institution designated to hold and manage important documents, assets, or funds on behalf of the parties involved in an agreement. This clause typically outlines how the depositary is appointed, the procedures for depositing and releasing items, and the standards for record-keeping and communication. By establishing clear rules for the safekeeping and handling of critical materials, the clause ensures security, transparency, and accountability, thereby reducing the risk of disputes or mismanagement.
Depositary and Procedures. (a) Parent will deposit Parent Shares with the Depositary to satisfy the consideration issuable to the Company Shareholders pursuant to this Plan of Arrangement (other than Company Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).
(b) After the Effective Date, certificates formerly representing Common Shares which are held by a Company Shareholder will, except for Common Shares held by Dissenting Holders, represent only the right to receive the Consideration issuable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.
(c) No dividends or other distributions declared or made after the Effective Date with respect to Parent Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Common Shares which, immediately prior to the Effective Date, represented outstanding Common Shares and will not be payable or paid until the surrender of certificates for Common Shares for exchange for the Consideration issuable therefor pursuant to Section 2.3 in accordance with the terms of this Plan of Arrangement.
(d) As soon as reasonably practicable after the Effective Date, the Depositary will (i) forward to each Company Shareholder that submitted a duly completed Letter of Transmittal to the Depositary, together with the certificate (if any) representing the Common Shares held by such Company Shareholder, the certificates representing Parent Shares issued to such Company Shareholder pursuant to Section 2.3, which shares will be registered in such name or names and either (A) delivered to the address or addresses as such Company Shareholder directed in their Letter of Transmittal or (B) made available for pick up at the offices of the Depositary in accordance with the instructions of the Company Shareholder in the Letter of Transmittal.
(e) Company Shareholders that did not submit an effective Letter of Transmittal prior to the Effective Date may take delivery of the Consideration issuable to them by delivering the certificates representing Common Shares formerly held by them to the Depositary at the offices indicated in the Letter of Transmittal. Such certificates must be accompanied by a duly completed Letter of Transmittal, together with such other documents as the Depositary may require. Certificates representing Parent Shares issued to such Company Shareholder pursuant to Section 2.3 will be regist...
Depositary and Procedures. (a) The Parent and the Purchaser, as applicable, shall, prior to the Effective Time, deposit or cause to be deposited with the Depositary: (i) an irrevocable treasury direction of the Parent in respect of the aggregate Share Consideration to be received by Company Shareholders pursuant to Section 2.3(b)(v); (ii) the aggregate cash amount required for the payment of the Cash Consideration to be received by Company Shareholders pursuant to Section 2.3(b)(v); and (iii) the aggregate cash amount required for the payments in respect of the Company Legacy Options, Company Options, Company DSUs, Company RSUs, Company PSUs, Company Legacy RSUs and Company Legacy PSUs pursuant to Sections 2.3(a), 2.3(d), 2.3(e), 2.3(g) and 2.3(h).