Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound: (a) the Rights Agent, at the expense of the Corporation, may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert; (b) whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be provided or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate; (c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct; (d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages; (e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable; (f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement; (g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions (h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and (i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be provided or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesbut all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-non- assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc), Shareholder Rights Plan Agreement (Quaterra Resources Inc)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation Corporation, the holders of certificates of shares and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems it necessary or desirable that any fact or matter be provided proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribedprescribed herein) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Boarda Director, the President or any Vice-President and by President, the Treasurer or any Assistant Treasurer Chief Executive Officer, the Chief Financial Officer, or the Secretary or any Assistant Secretary Senior Vice President, General Counsel of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesand all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)3.1(b) hereof) or any adjustment required under the provisions of section 3.2 Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, Rights after receipt of the certificate contemplated by section 3.2 Section 2.3 describing any such adjustmentadjustment or any written notice from the Corporation or any holder that a Person has become an Acquiring Person); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares shares will, when issued, be duly and validly authorized, executed, issued and delivered as and fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person individuals believed by the Rights Agent to be a Director or the Chairman of the BoardChief Executive Officer, the Chief Financial Officer, or the Senior Vice President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer General Counsel of the Corporation, and to apply to such Persons individuals for advice or instructions in connection with its duties, and it shall not be for liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructionsindividual;
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement (Postmedia Network Canada Corp.), Shareholder Rights Plan Agreement
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon agreement on the following terms and conditions, which, by all the acceptance of which the Corporation Rights Certificates, will bind the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the CorporationCompany) and the opinion of such that counsel will be full fully and complete authorization completely authorize and protection to protect the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such that opinion; ;
(b) the Rights Agent may alsomay, with the approval of the Corporation (where such approval may reasonably be obtained and such approval Company, not to be unreasonably withheld), consult with such other experts as the Rights Agent shall consider considers necessary or appropriate to properly carry out the its duties and obligations imposed under this Agreement (agreement at the Corporation’s expense) expense of the Company, and the Rights Agent shall be entitled to act and may rely in good faith on the advice of any such that expert;
(bc) whenever in the performance of its duties under this Agreementagreement, the Rights Agent deems it necessary or desirable that the Company provide or establish any fact or matter be provided before the Rights Agent takes or established by the Corporation prior to taking or suffering suffers any action hereunderunder this agreement, such that fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed in this agreement) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by that the Rights Agent believes to be the Chairman a director or senior officer of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and Company delivered to the Rights Agent; and such that certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement agreement in reliance upon such on that certificate;
(cd) the Rights Agent will be liable hereunder under this agreement only for its own gross negligence, bad faith faith, or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;
(e) the Rights Agent will not be liable for or by reason of any of the statements of fact or recitals contained in this agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature of a certificate) nor will it be required to verify the same, but all statements and recitals are and will be deemed to have been made by the Company only;
(f) the Rights Agent will not be under any responsibility in respect of responsibility
(i) regarding the validity of this Agreement agreement or the execution its signing and delivery hereof (except the due authorization, execution signing, and delivery hereof of this agreement by the Rights Agent),
(ii) or in respect of regarding the validity or execution signing of any Common Share certificate or Rights Certificate (except its countersignature thereofof the certificate); nor will it be responsible ,
(iii) for any breach by the Corporation Company of any covenant or condition contained in this Agreement agreement or in any Rights Certificate; nor will it be responsible ,
(iv) for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection under paragraph 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible 3.2, or
(v) for the manner, method method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to regarding the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor ;
(g) the Rights Agent will it not, by any act hereunder under this agreement, be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to under this Agreement agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executedsigned, issued issued, and delivered as fully paid and non-assessable;
(fh) the Corporation Company agrees that it will perform, executesign, acknowledge acknowledge, and deliver or cause to be performed, executedsigned, acknowledged acknowledged, and delivered all such further and other acts, instruments and assurances as may reasonably be required by that the Rights Agent for the carrying may reasonably require to carry out or performing by the Rights Agent of perform the provisions of this Agreementagreement;
(gi) the Rights Agent is hereby authorized and directed to accept instructions with respect to regarding the performance of its duties hereunder under this agreement from any Person believed by the Rights Agent to be the Chairman a director or senior officer of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the CorporationCompany, and to apply to such those Persons for advice or instructions in connection with its duties, and it shall will not be liable for any action taken that it takes or suffered by it suffers in good faith in accordance with the instructions of any such that Person; it is understood that instructions to the Rights Agent will, except where if circumstances make it impracticable impractical or the Rights Agent otherwise agrees, be given in writing and, where if not in writing, such instructions will be confirmed in writing as soon as reasonably possible practicable after giving the giving of such instructions;
(hj) subject to applicable law, the Rights Agent and any shareholder or stockholdershareholder, director, officer officer, or employee of the Rights Agent may buy, sell sell, or deal in Common Shares, Rights Rights, or other securities of the Corporation Company, or become pecuniarily interested in any transaction in which the Corporation Company may be interested, or contract with or lend money to the Corporation Company, or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude agreement; nothing in this agreement precludes the Rights Agent from acting in any other capacity for the Corporation Company or for any other legal entity; and
(ik) the Rights Agent may execute sign and exercise any of the rights or powers hereby vested in it by this agreement or perform any duty hereunder either itself or by under this agreement or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect neglect, or misconduct of any such of its attorneys or agents or for any loss to the Corporation Company resulting from any such act, default, neglect neglect, or misconduct, provided that the Rights Agent exercised reasonable care was exercised in the selection and continued employment thereofof those attorneys or agents.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Orko Silver Corp)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be provided or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesbut all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:.
(a) the The Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the Corporation) Company), and the opinion of such counsel will shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;.
(b) whenever Whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of Current Market Price) be provided proved or established by the Corporation Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by the Chairman, the President, a Person believed Vice President authorized by a resolution adopted by the Rights Agent Board of Directors to be the Chairman of the Boardhave such signing authority, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant corporate Secretary of the Corporation Company and delivered to the Rights Agent; and such certificate will shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;.
(c) the The Rights Agent will shall be liable hereunder only for its own gross negligence, bad faith or wilful willful misconduct;.
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the The Rights Agent will shall not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the Rights Certificates or be required to verify the same (except its countersignature thereof), (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;but all such statements and recitals are and shall be deemed to have been made by the Company only.
(e) the The Rights Agent will shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will shall it be responsible for any breach by the Corporation Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 Section 11 or Section 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, Rights evidenced by Rights Certificates after receipt actual notice of the certificate contemplated by section 3.2 describing any such adjustment); nor will shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Shares or Series A Participating Preferred Shares to be issued pursuant to this Agreement or any Rights Certificate or as to whether any Common Shares or Series A Participating Preferred Shares will, when so issued, be duly by validly authorized and validly authorizedissued, executed, issued and delivered as fully paid and non-assessable;nonassessable.
(f) the Corporation The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;.
(g) the The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed the Chairman, President, a Vice President authorized by a resolution adopted by the Rights Agent Board of Directors to be the Chairman of the Boardhave such signing authority, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer the corporate Secretary of the CorporationCompany, and to apply to such Persons officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructionsofficer.
(h) the The Rights Agent and any shareholder or stockholdershareholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, any of the Rights or other securities of the Corporation Company or become pecuniarily financially interested in any transaction in which the Corporation Company may be interested, or contract with or lend money to the Corporation Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation Company or for any other legal entity; and.
(i) the The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation Company resulting from any such act, default, neglect or misconduct; provided, provided however, reasonable care was exercised in the selection and continued employment thereof.
(j) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
(k) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the form of assignment or form of election to purchase, as the case may be, has not been completed, the Rights Agent shall not take any further action with respect to such requested exercise of transfer.
Appears in 1 contract
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain and consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken taken, suffered or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not to be unreasonably withheld), ) consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems it necessary or desirable that any fact or matter be provided proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or President, the Chief Executive Officer, the Chief Financial Officer, any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconductdefault;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for Voting Shares or Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesbut all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the authorization, execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b3.1(b)) or any adjustment required under the provisions of section 3.2 2.3 or be responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, Rights after receipt of the certificate contemplated by section 3.2 2.3 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept written instructions with respect to the performance of its duties hereunder from any Person person believed by the Rights Agent to be the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons individual for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with reliance upon instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructionsindividual;
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in good faith in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Almaden Minerals LTD)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation Corporation, the holders of certificates of shares and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems it necessary or desirable that any fact or matter be provided proved or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribedprescribed herein) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Boarda Director, the President or any Vice-President and by Chief Executive Officer, the Treasurer or any Assistant Treasurer President, the Chief Financial Officer, or the Secretary or any Assistant Executive Vice President, General Counsel and Corporate Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesand all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)3.1(b) hereof) or any adjustment required under the provisions of section 3.2 Section 2.3 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, Rights after receipt of the certificate contemplated by section 3.2 Section 2.3 describing any such adjustmentadjustment or any written notice from the Corporation or any holder that a Person has become an Acquiring Person); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares shares will, when issued, be duly and validly authorized, executed, issued and delivered as and fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person individuals believed by the Rights Agent to be a Director or the Chairman of the BoardChief Executive Officer, the President, any Vice-President the Chief Financial Officer, or the Executive Vice President, General Counsel and Corporate Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons individuals for advice or instructions in connection with its duties, and it shall not be for liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructionsindividual;
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon agreement on the following terms and conditions, which, by all the acceptance of which the Corporation Rights Certificates, will bind the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights AgentAgent may consult, at the expense of the CorporationCompany, may retain consult with legal counsel (who may be legal counsel for the CorporationCompany) and the opinion of such that counsel will be full fully and complete authorization completely authorize and protection to protect the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such that opinion; ;
(b) the Rights Agent may alsomay, with the approval of the Corporation (where such approval may reasonably be obtained and such approval Company, not to be unreasonably withheld), consult with such other experts as the Rights Agent shall consider considers necessary or appropriate to properly carry out the its duties and obligations imposed under this Agreement (agreement at the Corporation’s expense) expense of the Company, and the Rights Agent shall be entitled to act and may rely in good faith on the advice of any such that expert;
(bc) whenever in the performance of its duties under this Agreementagreement, the Rights Agent deems it necessary or desirable that the Company provide or establish any fact or matter be provided before the Rights Agent takes or established by the Corporation prior to taking or suffering suffers any action hereunderunder this agreement, such that fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed in this agreement) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by that the Rights Agent believes to be the Chairman a director or senior officer of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and Company delivered to the Rights Agent; and such that certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement agreement in reliance upon such on that certificate;
(cd) the Rights Agent will be liable hereunder under this agreement only for its own gross negligence, bad faith faith, or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
Duties of Rights Agents. The Rights Agent undertakes only the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation Company and the holders of Rights Right Certificates, by their acceptance thereof, shall be bound:
(a) the The Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the Corporation) Company), and the advice or opinion of such counsel will shall be full and complete authorization and protection to the Rights Agent, and the Rights Agent as to shall incur no li- ability, for or in respect of any action taken or omitted by it in good faith and in accordance with such advice or opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;.
(b) whenever Whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems shall deem it necessary or desirable that any fact or matter be provided proved or established by the Corporation Company prior to taking taking, suffering or suffering omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman any one of the BoardChairman, the President or Chief Executive Officer, the President, any Vice-President and by Vice President, the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation Company and delivered to the Rights Agent; and such certificate will shall be full authorization and protection to the Rights Agent, and the Rights Agent shall incur no liability, for or in respect of any action taken, suffered or omitted to be taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;.
(c) the The Rights Agent will shall be liable hereunder to the Company and any other Person only for its own gross negligence, bad faith or wilful willful misconduct;.
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the The Rights Agent will shall not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the Right Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;but all such statements and recitals are and shall be deemed to have been made by the Company only.
(e) the The Rights Agent will shall not have any liability for, nor be under any responsibility in respect of the validity of of, this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Right Certificate (except its countersignature thereof); nor will shall it be responsible for any breach by the Corporation Company of any covenant or condition contained in this Agreement or in any Rights Right Certificate; nor will shall it be responsible for any transfer to an Acquiring Person (unless such transfer is effected after the giving of the notice specified in Section 11(a)(ii)) or any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)Section 11(a)(ii) hereof) or any adjustment required under in the provisions terms of section 3.2 or responsible for the Rights (including the manner, method or amount of any such adjustment thereof) provided for in Section 3, 11, 13, 23 or 24, or the ascertaining of the existence of facts that would require any such change or adjustment (except with respect to the exercise of Rights, Rights evidenced by Right Certificates after receipt of the certificate contemplated by section 3.2 describing any actual notice that such adjustmentchange or adjustment is required); nor will shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Common Preferred Shares to be issued pursuant to this Agreement or any Rights Right Certificate or as to whether any Common Preferred Shares will, when issued, be duly validly authorized and validly authorizedissued, executed, issued and delivered as fully paid and non-assessable;nonassessable.
(f) the Corporation The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;.
(g) the The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman one of the BoardChairman, the Chief Executive Officer, the President, any Vice-President or Vice President, the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the CorporationCompany, and to apply to such Persons officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken, suffered or omitted to be taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable officer or the Rights Agent otherwise agrees, be given for any delay in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such acting while waiting for those instructions.
(h) the The Rights Agent and any shareholder or stockholder, affiliate, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, any of the Rights or other securities of the Corporation Company or become pecuniarily interested in any transaction in which the Corporation Company may be interested, or contract with or lend money to the Corporation Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation Company or for any other legal entity; andPerson.
(i) the The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation Company or any other Person resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Rights Agreement (W R Grace & Co)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon agreement on the following terms and conditions, which, by all the acceptance of which the Corporation Rights Certificates, will bind the Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the CorporationCompany) and the opinion of such that counsel will be full fully and complete authorization completely authorize and protection to protect the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such that opinion; ;
(b) the Rights Agent may alsomay, with the approval of the Corporation (where such approval may reasonably be obtained and such approval Company, not to be unreasonably withheld), consult with such other experts as the Rights Agent shall consider considers necessary or appropriate to properly carry out the its duties and obligations imposed under this Agreement (agreement at the Corporation’s expense) expense of the Company, and the Rights Agent shall be entitled to act and may rely in good faith on the advice of any such that expert;
(bc) whenever in the performance of its duties under this Agreementagreement, the Rights Agent deems it necessary or desirable that the Company provide or establish any fact or matter be provided before the Rights Agent takes or established by the Corporation prior to taking or suffering suffers any action hereunderunder this agreement, such that fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed in this agreement) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by that the Rights Agent believes to be the Chairman a director or senior officer of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and Company delivered to the Rights Agent; and such that certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement agreement in reliance upon such on that certificate;
(cd) the Rights Agent will be liable hereunder under this agreement only for its own gross negligence, bad faith faith, or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Candente Resource Corp)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation Company and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the The Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel acceptable to the Company (who may be legal counsel for the Corporation) Company), and the opinion of such counsel will shall be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;.
(b) whenever Whenever in the performance of its duties under this Agreement, Agreement the Rights Agent deems shall deem it necessary or desirable that any fact or matter (including, without limitation, the identity of any Acquiring Person and the determination of "current market price") be provided proved or established by the Corporation Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or President, any Vice-President and by Vice President, the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation Company and delivered to the Rights Agent; and such certificate will shall be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;.
(c) the The Rights Agent will shall be liable hereunder only for its own gross negligence, bad faith or wilful willful misconduct;.
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the The Rights Agent will not be liable under any circumstances whatsoever for any (i) breach by any other party of securities law or other rule of any securities regulatory authority, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages;
(e) the Rights Agent will shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will shall it be responsible for any breach by the Corporation Company of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will shall it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 Section 11 or Section 13 hereof or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, Rights evidenced by Rights Certificates after receipt actual notice of the certificate contemplated by section 3.2 describing any such adjustment); nor will shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Shares Stock to be issued pursuant to this Agreement or any Rights Certificate or as to whether any shares of Common Shares Stock will, when so issued, be duly validly authorized and validly authorizedissued, executed, issued and delivered as fully paid and non-assessable;nonassessable.
(fe) the Corporation The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;.
(gf) the The Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or Vice President, the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the CorporationCompany, and to apply to such Persons officers for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered to be taken by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructionsofficer.
(hg) the The Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, any of the Rights or other securities of the Corporation Company or become pecuniarily interested in any transaction in which the Corporation Company may be interested, or contract with or lend money to the Corporation Company or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation Company or for any other legal entity; and.
(ih) the The Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will shall not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation Company resulting from any such act, default, neglect or misconduct; PROVIDED, provided HOWEVER, reasonable care was exercised in the selection and continued employment thereof.
(i) No provision of this Agreement shall require the Rights Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights if there shall be reasonable grounds for believing that repayment of such funds or adequate indemnification against such risk or liability is not reasonably assured to it.
(j) If, with respect to any Rights Certificate surrendered to the Rights Agent for exercise or transfer, the certificate attached to the form of assignment or form of election to purchase, as the case may be, has either not been completed or indicates an affirmative response to clause 1 and/or 2 thereof, the Rights Agent shall not take any further action with respect to such requested exercise or transfer without first consulting with the Company.
Appears in 1 contract
Samples: 1998 Common Stock Purchase Rights Agreement (Railamerica Inc /De)
Duties of Rights Agents. The Rights Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Corporation and the holders of Rights Certificates, by their acceptance thereof, shall be bound:
(a) the Rights Agent, at the expense of the Corporation, Agent may retain consult with legal counsel (who may be legal counsel for the Corporation) and the opinion of such counsel will be full and complete authorization and protection to the Rights Agent as to any action taken or omitted by it in good faith and in accordance with such opinion; the Rights Agent may also, with the approval of the Corporation (where such approval may reasonably be obtained and such approval not be unreasonably withheld), consult with such other experts as the Rights Agent shall consider necessary or appropriate to properly carry out the duties and obligations imposed under this Agreement (at the Corporation’s expense) and the Rights Agent shall be entitled to act and rely in good faith on the advice of any such expert;
(b) whenever in the performance of its duties under this Agreement, the Rights Agent deems it necessary or desirable that any fact or matter be provided or established by the Corporation prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a Person believed by the Rights Agent to be the Chairman of the Board, the President or any Vice-President and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation and delivered to the Rights Agent; and such certificate will be full authorization to the Rights Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate;
(c) the Rights Agent will be liable hereunder only for its own gross negligence, bad faith or wilful misconduct;
(d) Notwithstanding any other provision of this Agreement, and whether such losses or damages are foreseeable or unforeseeable, the Rights Agent will not be liable under any circumstances whatsoever for any (i) breach or by any other party of securities law or other rule reason of any securities regulatory authorityof the statements of fact or recitals contained in this Agreement or in the certificates for Common Shares or the Rights Certificates (except its countersignature thereof) or be required to verify the same, (ii) lost profits or (iii) special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damagesbut all such statements and recitals are and will be deemed to have been made by the Corporation only;
(e) the Rights Agent will not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization, execution and delivery hereof by the Rights Agent) or in respect of the validity or execution of any Common Share certificate or Rights Certificate (except its countersignature thereof); nor will it be responsible for any breach by the Corporation of any covenant or condition contained in this Agreement or in any Rights Certificate; nor will it be responsible for any change in the exercisability of the Rights (including the Rights becoming void pursuant to subsection 4.1(b)) or any adjustment required under the provisions of section 3.2 or responsible for the manner, method or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment (except with respect to the exercise of Rights, after receipt of the certificate contemplated by section 3.2 describing any such adjustment); nor will it by any act hereunder be deemed to make any representation or warranty as to the authorization of any Common Shares to be issued pursuant to this Agreement or any Rights or as to whether any Common Shares will, when issued, be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(f) the Corporation agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Rights Agent for the carrying out or performing by the Rights Agent of the provisions of this Agreement;
(g) the Rights Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from any Person believed by the Rights Agent to be the Chairman of the Board, the President, any Vice-President or the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer of the Corporation, and to apply to such Persons for advice or instructions in connection with its duties, and it shall not be liable for any action taken or suffered by it in good faith in accordance with instructions of any such Person; it is understood that instructions to the Rights Agent will, except where circumstances make it impracticable or the Rights Agent otherwise agrees, be given in writing and, where not in writing, such instructions will be confirmed in writing as soon as reasonably possible after the giving of such instructions
(h) the Rights Agent and any shareholder or stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in Common Shares, Rights or other securities of the Corporation or become pecuniarily interested in any transaction in which the Corporation may be interested, or contract with or lend money to the Corporation or otherwise act as fully and freely as though it were not the Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Corporation or for any other legal entity; and
(i) the Rights Agent may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Rights Agent will not be answerable or accountable for any act, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation resulting from any such act, default, neglect or misconduct, provided reasonable care was exercised in the selection and continued employment thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Quaterra Resources Inc)
