Common use of Duties of Subscription Agent Clause in Contracts

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Shares of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. 3.2 Promptly after Agent receives the Record Shareholders List, Agent shall: (a) mail or cause to be mailed, by first class mail, to each holder of Common Shares of record on the Record Date whose address of record is within the United States and Canada, (i) a subscription form with respect to the Rights to which such shareholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus and (iii) a return envelope addressed to the Agent; and (b) At the direction of the Company, mail or cause to be mailed, by courier, to each holder of Common Shares of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, a copy of the Prospectus. Agent shall refrain from mailing Subscription Forms to any holder of Common Shares of record on the Record Date whose address of record is outside the United States and Canada, or is an A.P.O. or F.P.O. address, and hold such Subscription Forms for the account of such shareholder subject to such shareholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements are received at or before 11:00 a.m., Eastern Time, on March 15, 2018. In the event a request to exercise subscription rights is received from such a holder, Agent will consult with the Company for instructions as to the number of Additional Common Shares, if any, Agent is authorized to issue. (c) Upon request by the Company, Agent shall mail or deliver a copy of the Prospectus (i) to each assignee or transferee of Rights upon receiving appropriate documents satisfactory to the Agent to register the assignment or transfer thereof and (ii) with Additional Common Shares when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form. (e) Agent shall accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided the Additional Common Shares is to be issued in the name of such fiduciary; (ii) if the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided the Additional Common Shares are to be issued in the names of such joint tenants; or (iii) if the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided the Additional Common Shares are to be issued in the name of such corporation. (f) Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es) as outlined on the offering documents. (g) Agent shall, absent of specific and mutually agreed instructions from the Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the shareholder.

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Shares Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuanceissuance(s), and furnish a copy of such records to the Company. 3.2 Promptly after Agent receives the Record Shareholders Stockholders List, Agent shall: (a) mail or cause to be mailed, by first class mail, to each holder of the Common Shares Stock of record on the Record Date whose address of record is within the United States of America and Canada, (i) a subscription form with respect to the Rights to which such shareholder stockholder is entitled under the Subscription Offer (the “Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus prospectus and prospectus supplement and (iii) a return envelope addressed to the Agent; and. (b) At the direction of the Company, mail or cause to be mailed, by courier, to each holder of the Common Shares Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the Prospectusprospectus and prospectus supplement. Agent shall refrain from mailing the Subscription Forms Form to any holder of the Common Shares Stock of record on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Forms Form for the account of such shareholder stockholder subject to such shareholder stockholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements are is received at or before 11:00 a.m., Eastern Time, on March 15May 10, 20182022. In the event that a request to exercise subscription rights the Rights is received from such a holder, Agent will consult with the Company for instructions as to the number of shares of the Additional Common SharesStock, if any, Agent is authorized to issue. (c) Upon request by the Company, Agent shall mail or deliver a copy of the Prospectus prospectus and prospectus supplement (i) to each assignee or transferee of the Rights upon receiving appropriate documents documentation satisfactory to the Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Shares Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) on or prior to the Expiration Time in accordance with the Subscription Form. . (e) Agent shall accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including including, without limitation limitation, proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided the Additional Common Shares is to be issued in the name of such fiduciary; (ii) if the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided the Additional Common Shares are to be issued in the names of such joint tenants; or (iii) if the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided the Additional Common Shares are to be issued in the name of such corporation. (f) Each document received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable address(es) as outlined on in the offering documents. (g) Agent shall, absent of specific and mutually agreed upon instructions from the between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the shareholderapplicable stockholder. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.

Duties of Subscription Agent. 3.1 Agent shall issue the Rights in accordance with this Agreement in the names of the holders of the Common Shares Stock of record on the Record Date, keep such records as are necessary for the purpose of recording such issuanceissuance(s), and furnish a copy of such records to the Company. 3.2 Promptly after Agent receives the Record Shareholders Stockholders List, Agent shall: (a) mail deliver or cause to be maileddelivered by first class mail, as the Company shall instruct, the following: (i) if by first class mail, to each holder of record of the Common Shares of record Stock on the Record Date whose address of record is within the United States of America and Canada, Canada (iA) a subscription form with respect to the Rights to which such shareholder stockholder is entitled under the Subscription Offer (the “Subscription Form”), and such Subscription Form will be inclusive of access information and the dedicated web URL of the Offer Website allowing such holders to submit instructions to participate in the Subscription Offer as well as download and review a subscription form of with respect to the Rights to which such stockholder is attached hereto as Exhibit A, entitled under the Subscription Offer (iiB) a copy of the Prospectus prospectus and (iiiC) a return envelope addressed to the Agent; and. (b) At the direction of the Company, mail deliver or cause to be maileddelivered, by courieror send via first class mail, as the Company shall instruct, to each holder of record of the Common Shares of record Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, a copy of the Prospectusprospectus. Agent shall refrain from mailing delivering the Subscription Forms Form to any holder of record of the Common Shares of record Stock on the Record Date whose address of record is outside the United States of America and Canada, or is an A.P.O. or a F.P.O. address, and hold such Subscription Forms Form for the account of such shareholder stockholder subject to such shareholder stockholder making satisfactory arrangements with the Agent for the exercise or other disposition of the Rights described therein, and effect the exercise, sale or delivery of such Rights in accordance with the terms of this Agreement if notice of such arrangements are is received at or before 11:00 a.m.5:00 p.m., Eastern Time, on March 15May 23, 20182023. In the event that a request to exercise subscription rights the Rights is received from such a holder, Agent will consult with the Company for instructions as to the number of shares of the Additional Common SharesStock, if any, Agent is authorized to issue. (c) Upon request by the Company, Agent shall mail or deliver a copy of the Prospectus prospectus, by first class mail, as the company shall instruct (i) to each assignee or transferee of the Rights upon receiving appropriate documents documentation satisfactory to the Agent to register the assignment or transfer thereof and (ii) with shares of the Additional Common Shares Stock when such are issued to persons other than the registered holder of the Rights. (d) Agent shall accept Subscriptions upon the due exercise of the Rights (including payment of the Subscription Price) in physical form or via the dedicated Offer Website, on or prior to the Expiration Time in accordance with the Subscription Form. (e) With respect to Subscriptions for shares of Additional Common Stock, Agent shall accept SubscriptionsSubscriptions from persons who were registered holders of Common Stock on the Record Date, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person; provided that Agent may accept Subscriptions in accordance with instructions from any Rights holder that elects to subscribe for shares of Additional Common Stock to the extent such holder is deemed ineligible to subscribe for shares of Additional Common Stock: (i) if If the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided provided, that the Additional Common Shares Stock is to be issued in the name of such fiduciary; (ii) if If the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided provided, that the Additional Common Shares are Stock is to be issued in the names of such joint tenants; or (iii) if If the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or purports to be done in the capacity of an officer or agent thereof, provided provided, that the Additional Common Shares are Stock is to be issued in the name of such corporation. (f) Each document or Electronic Instruction, received by Agent relating to its duties hereunder shall be dated and time stamped when received at the applicable electronic or physical address(es) as outlined on in the offering documents. (g) Agent shall, absent of specific and mutually agreed upon instructions from the between Agent and Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the Subscription Form will be rejected and returned to the shareholderapplicable stockholder. (h) Company shall provide an opinion of counsel prior to the Expiration Time to set up a reserve of the Additional Common Stock. The opinion shall state that all of the Additional Common Stock, or the transactions in which they are being issued, as applicable, are: (i) Registered, or subject to a valid exemption from registration, under the 1933 Act, and all appropriate state securities law filings have been made with respect to the Additional Common Stock, or alternatively, that the shares of the Additional Common Stock are “covered securities” under Section 18 of the 1933 Act; and (ii) Validly issued, fully paid and non-assessable.