Formal Date and Effective Date. For the purpose of convenience, this Special Warrant Indenture is referred to as bearing the formal date of May 31, 2017; however, notwithstanding such formal date, this Special Warrant Indenture becomes effective as between the Corporation and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder. Per: /s/ Xxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Title: Chief Executive Officer Per: /s/ Xxxxxxx Xxxxxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer Per: /s/ Xxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer [IF APPLICABLE] WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTD. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.] No. CUSIP NO: «Number» SPECIAL WARRANTS entitling the holder to acquire $1,000 principal amount of Convertible Debentures for each Special Warrant THIS IS TO CERTIFY that, for value received, «Name» (the “Special Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the Special Warrant Indenture (as defined below) the number of 5.875% senior unsecured convertible debentures (the “Convertible Debentures”) of DHX Media Ltd. (the “Corporation”) as is equal to the number of Special Warrants represented hereby, all without payment of any consideration. The Special Warrants represented by this certificate are issued under and pursuant to a certain indenture (the “Special Warrant Indenture”) made as of May 31, 2017 between the Corporation and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor trustee appointed under the Special Warrant Indenture), to which Special Warrant Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Special Warrant Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All terms defined in the Special Warrant Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Special Warrant Indenture and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Special Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Special Warrant Indenture. The Special Warrants represented by this Special Warrant Certificate will be deemed to be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of: (a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing; (b) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and (c) October 1, 2017, being the date that is four months and one day following the Closing Date; (the “Deemed Exercise Time”). The Convertible Debentures in respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Convertible Debentures. After the deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such deemed exercise cause to be mailed or delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the deemed exercise of such Special Warrants, certificates for the appropriate number of Convertible Debentures issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised. The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction delivered to the Special Warrant Agent and payment of the charges provided for in the Special Warrant Indenture and otherwise in accordance with the provisions of the Special Warrant Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Convertible Debentures as may be acquired under this Special Warrant Certificate. The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special Warrantholder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as expressly provided herein and in the Special Warrant Indenture. The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), on the register kept at the office of the Special Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Special Warrant Indenture, by delivering to the Special Warrant Agent’s Toronto office a duly executed Form of Transfer attached as Appendix “1” hereto and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent. This Special Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. After the deemed exercise of any of the Special Warrants represented by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Special Warrant Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates representing the Convertible Debentures issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect. The Special Warrant Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants. Time shall be of the essence hereof.
Appears in 1 contract
Formal Date and Effective Date. For the purpose of convenience, this Special Warrant Indenture is referred to as bearing the formal date of May 31March 9, 20172021; however, notwithstanding such formal date, this Special Warrant Indenture becomes effective as between the Corporation and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder. [Remainder of page intentionally left blank.] The parties hereto have executed this Special Warrant Indenture under the hands of their proper officers in that behalf as of the date first written above. Per: /s/ Xxxx Xxxxxx ³4XHQWLQ 0 Authorized Signatory Name: Xxxx Xxxxxx Title: Chief Executive Officer Per: /s/ Xxxxxxx Xxxxxxx ³%RODQOH 2 Authorized Signatory Name: Xxxxxxx Xxxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer Per: /s/ Xxxx Xxxxxx ³&KULV 0F* Authorized Signatory Name(Signature Page – Special Warrant Indenture) SCHEDULE “A” FORM OF SPECIAL WARRANT CERTIFICATE [Each CDS Global Special Warrant originally issued in Canada and held by the Depository, and each CDS Global Special Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time: Xxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer [IF APPLICABLE] WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE SOLDREGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, TRANSFERREDAS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA REAL LUCK GROUP LTD. (THE “ISSUERCORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR ITS AGENT FOR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, IF AVAILABLE, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION OF TRANSFERUNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDSIF AVAILABLE, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AFTER FIRST PROVIDING TO THE CORPORATION, IN SUCH OTHER NAME AS IS REQUESTED BY EACH CASE OF (C)(I) AND (D) IF REQUESTED, AN AUTHORIZED REPRESENTATIVE OPINION OF CDS (U.S. COUNSEL OF RECOGNIZED STANDING IN FORM AND ANY PAYMENT IS MADE SUBSTANCE SATISFACTORY TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS)THE CORPORATION THAT THE OFFER, ANY TRANSFERSALE, PLEDGE OR OTHER USE HEREOF FOR VALUE TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR OTHERWISE APPLICABLE STATE SECURITIES LAWS, AND AFTER FIRST PROVIDING TO THE CORPORATION SUCH OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE SECURITIES LAWS AS THE CORPORATION SHALL REASONABLY REQUEST. THIS SPECIAL WARRANT MAY NOT BE EXERCISED BY OR TO ANY ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SPECIAL WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES REPRESENTED BY ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. DELIVERY OF THIS CERTIFICATE HEREIN AND IT IS A VIOLATION MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATETRANSACTIONS ON STOCK EXCHANGES IN CANADA.] No. CUSIP NO: «Number» SPECIAL WARRANTS entitling the holder to acquire $1,000 principal amount of Convertible Debentures for each Special Warrant THIS IS TO CERTIFY that, for value received, «Name» (the “Special Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the Special Warrant Indenture (as defined below) the number of 5.875% senior unsecured convertible debentures (the “Convertible Debentures”) of DHX Media Ltd. (the “Corporation”) as is equal to the number of Special Warrants represented hereby, all without payment of any consideration. The Special Warrants represented by this certificate are issued under and pursuant to a certain indenture (the “Special Warrant Indenture”) made as of May 31, 2017 between the Corporation and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor trustee appointed under the Special Warrant Indenture), to which Special Warrant Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Special Warrant Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All terms defined in the Special Warrant Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Special Warrant Indenture and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Special Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Special Warrant Indenture. The Special Warrants represented by this Special Warrant Certificate will be deemed to be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of:
(a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;
(b) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and
(c) October 1, 2017, being the date that is four months and one day following the Closing Date; (the “Deemed Exercise Time”). The Convertible Debentures in respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Convertible Debentures. After the deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such deemed exercise cause to be mailed or delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the deemed exercise of such Special Warrants, certificates for the appropriate number of Convertible Debentures issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised. The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction delivered to the Special Warrant Agent and payment of the charges provided for in the Special Warrant Indenture and otherwise in accordance with the provisions of the Special Warrant Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Convertible Debentures as may be acquired under this Special Warrant Certificate. The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special Warrantholder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as expressly provided herein and in the Special Warrant Indenture. The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), on the register kept at the office of the Special Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Special Warrant Indenture, by delivering to the Special Warrant Agent’s Toronto office a duly executed Form of Transfer attached as Appendix “1” hereto and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent. This Special Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. After the deemed exercise of any of the Special Warrants represented by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Special Warrant Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates representing the Convertible Debentures issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect. The Special Warrant Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants. Time shall be of the essence hereof.
Appears in 1 contract
Samples: Special Warrant Indenture
Formal Date and Effective Date. For the purpose of convenience, this Special Warrant Indenture is referred to as bearing the formal date of May 31March 9, 20172021; however, notwithstanding such formal date, this Special Warrant Indenture becomes effective as between the Corporation and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder. The parties hereto have executed this Special Warrant Indenture under the hands of their proper officers in that behalf as of the date first written above. Per: /s/ Xxxx Xxxxxx ³4XHQWLQ 0 Authorized Signatory Name: Xxxx Xxxxxx Title: Chief Executive Officer Per: /s/ Xxxxxxx Xxxxxxx ³%RODQOH 2 Authorized Signatory Name: Xxxxxxx Xxxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer Per: /s/ Xxxx Xxxxxx ³&KULV 0F* Authorized Signatory Name[Each CDS Global Special Warrant originally issued in Canada and held by the Depository, and each CDS Global Special Warrant issued in exchange therefor or in substitution thereof shall bear or be deemed to bear the following legend or such variations thereof as the Corporation may prescribe from time to time: Xxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer [IF APPLICABLE] WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN AND WILL NOT BE SOLDREGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, TRANSFERREDAS AMENDED (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA REAL LUCK GROUP LTD. (THE “ISSUERCORPORATION”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR ITS AGENT FOR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S AND IN COMPLIANCE WITH APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, IF AVAILABLE, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION OF TRANSFERUNDER THE U.S. SECURITIES ACT PROVIDED BY (I) RULE 144 OR (II) RULE 144A, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDSIF AVAILABLE, OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS AFTER FIRST PROVIDING TO THE CORPORATION, IN SUCH OTHER NAME AS IS REQUESTED BY EACH CASE OF (C)(I) AND (D) IF REQUESTED, AN AUTHORIZED REPRESENTATIVE OPINION OF CDS (U.S. COUNSEL OF RECOGNIZED STANDING IN FORM AND ANY PAYMENT IS MADE SUBSTANCE SATISFACTORY TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS)THE CORPORATION THAT THE OFFER, ANY TRANSFERSALE, PLEDGE OR OTHER USE HEREOF FOR VALUE TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR OTHERWISE APPLICABLE STATE SECURITIES LAWS, AND AFTER FIRST PROVIDING TO THE CORPORATION SUCH OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE SECURITIES LAWS AS THE CORPORATION SHALL REASONABLY REQUEST. THIS SPECIAL WARRANT MAY NOT BE EXERCISED BY OR TO ANY ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, A PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE UNITED STATES OR A U.S. PERSON UNLESS THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SPECIAL WARRANT HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES REPRESENTED BY ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. DELIVERY OF THIS CERTIFICATE HEREIN AND IT IS A VIOLATION MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATETRANSACTIONS ON STOCK EXCHANGES IN CANADA.] No. CUSIP NO: «Number» SPECIAL WARRANTS entitling the holder to acquire $1,000 principal amount of Convertible Debentures for each Special Warrant THIS IS TO CERTIFY that, for value received, «Name» (the “Special Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the Special Warrant Indenture (as defined below) the number of 5.875% senior unsecured convertible debentures (the “Convertible Debentures”) of DHX Media Ltd. (the “Corporation”) as is equal to the number of Special Warrants represented hereby, all without payment of any consideration. The Special Warrants represented by this certificate are issued under and pursuant to a certain indenture (the “Special Warrant Indenture”) made as of May 31, 2017 between the Corporation and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor trustee appointed under the Special Warrant Indenture), to which Special Warrant Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Special Warrant Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All terms defined in the Special Warrant Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Special Warrant Indenture and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Special Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Special Warrant Indenture. The Special Warrants represented by this Special Warrant Certificate will be deemed to be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of:
(a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;
(b) the Release Date, if the Qualification Date is prior to the date of the Acquisition Closing; and
(c) October 1, 2017, being the date that is four months and one day following the Closing Date; (the “Deemed Exercise Time”). The Convertible Debentures in respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Convertible Debentures. After the deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such deemed exercise cause to be mailed or delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the deemed exercise of such Special Warrants, certificates for the appropriate number of Convertible Debentures issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised. The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction delivered to the Special Warrant Agent and payment of the charges provided for in the Special Warrant Indenture and otherwise in accordance with the provisions of the Special Warrant Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Convertible Debentures as may be acquired under this Special Warrant Certificate. The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special Warrantholder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as expressly provided herein and in the Special Warrant Indenture. The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), on the register kept at the office of the Special Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Special Warrant Indenture, by delivering to the Special Warrant Agent’s Toronto office a duly executed Form of Transfer attached as Appendix “1” hereto and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent. This Special Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as an Ontario contract. After the deemed exercise of any of the Special Warrants represented by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Special Warrant Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates representing the Convertible Debentures issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect. The Special Warrant Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants. Time shall be of the essence hereof.
Appears in 1 contract
Samples: Special Warrant Indenture
Formal Date and Effective Date. For the purpose of convenience, this Special Warrant Indenture is referred to as bearing the formal date of May 31November 28, 2017; however, notwithstanding such formal date, this Special Warrant Indenture becomes effective as between the Corporation and any particular Special Warrantholder upon the date of issuance of a Special Warrant Certificate to such Special Warrantholder. Per: /s/ Xxxx (signed) Gxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Title: Chief Executive Officer Per: /s/ Xxxxxxx Xxxxxxx (signed) Jxxxxxxx Xxxx Authorized Signatory Name: Xxxxxxx Xxxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer Per: /s/ (signed) Jxxx Xxxx Xxxxxx Authorized Signatory Name: Xxxx Xxxxxx Title: Gestionnaire fiduciaire Corporate Trust Officer [IF APPLICABLE] WITHOUT PRIOR WRITTEN APPROVAL OF THE TORONTO STOCK EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TORONTO STOCK EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL OCTOBER 1, 2017. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO DHX MEDIA LTDAURORA CANNABIS INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS, OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS, HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.] No. CUSIP NO: «Number» SPECIAL WARRANTS entitling the holder to acquire $1,000 principal amount of Convertible Debentures for each Special Warrant THIS IS TO CERTIFY that, for value received, «Name» (the “Special Warrantholder”) is the registered holder of the number of special warrants (the “Special Warrants”) stated above and for each Special Warrant held is entitled to acquire in the manner and at the time, and subject to the restrictions contained in the Special Warrant Indenture (as defined below) the number $1,000 principal amount of 5.8756.0% senior unsecured convertible debentures (the “Convertible Debentures”) of DHX Media Ltd. Aurora Cannabis Inc. (the “Corporation”) as is equal to the number of Special Warrants represented hereby), all without payment of any consideration. The Special Warrants represented by this certificate are issued under and pursuant to a certain indenture (the “Special Warrant Indenture”) made as of May 31November 28, 2017 between the Corporation and Computershare Trust Company of Canada (the “Special Warrant Agent”) (which expression includes any successor trustee appointed under the Special Warrant Indenture), to which Special Warrant Indenture and any instruments supplemental thereto reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are, or are to be, issued and held, all to the same effect as if the provisions of the Special Warrant Indenture and all instruments supplemental thereto were herein set forth, to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All terms defined in the Special Warrant Indenture are used herein as so defined. In the event of any conflict or inconsistency between the provisions of the Special Warrant Indenture and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Special Warrant Indenture shall prevail. The Corporation will furnish to the holder of this Special Warrant Certificate, upon request and without charge, a copy of the Special Warrant Indenture. The Special Warrants represented by this Special Warrant Certificate will be deemed to be automatically exercised at 5:00 p.m. (Toronto time) on the earlier of:
(a) the third Business Day after the Qualification Date, if the Qualification Date is on or after the date of the Acquisition Closing;
(b) the Release DateMarch 29, if the Qualification Date is prior to the date of the Acquisition Closing; and
(c) October 1, 20172018, being the date that is four months and one day following the Closing Date; (the “Deemed Exercise Time”). Special Warrants will be deemed to have been exercised, delivered and surrendered by the holder thereof immediately prior to the Deemed Exercise Time without any further action on the part of the holder. The Convertible Debentures in respect of which the Special Warrants are exercised will be deemed to have been issued on the date of such exercise, at which time each Special Warrantholder will be deemed to have become the holder of record of such Convertible Debentures. After the deemed exercise of Special Warrants, the Special Warrant Agent shall within three Business Days of such deemed exercise cause to be mailed or delivered to each Special Warrantholder at its address specified in the register for the Special Warrants maintained by the Special Warrant Agent or to such address as the Corporation or Special Warrantholder may specify in writing to the Special Warrant Agent prior to the deemed exercise of such Special Warrants, certificates for the appropriate number of Convertible Debentures issuable in respect of such Special Warrants, not exceeding those which such Special Warrantholder is entitled to acquire pursuant to the Special Warrants so exercised. The holder of this Special Warrant Certificate may at any time up to the Deemed Exercise Time, upon written instruction delivered to the Special Warrant Agent and payment of the charges provided for in the Special Warrant Indenture and otherwise in accordance with the provisions of the Special Warrant Indenture, exchange this Special Warrant Certificate for other Special Warrant Certificates evidencing Special Warrants entitling the holder to acquire in the aggregate the same number of Convertible Debentures as may be acquired under this Special Warrant Certificate. The holding of the Special Warrants evidenced by this Special Warrant Certificate does not constitute the Special Warrantholder a shareholder of the Corporation or entitle such holder to any right or interest in respect thereof except as expressly provided herein and in the Special Warrant Indenture. The Special Warrants may only be transferred by the Special Warrantholder (or its legal representatives or its attorney duly appointed), on the register kept at the office of the Special Warrant Agent, in accordance with applicable laws and upon compliance with the conditions set out in the Special Warrant Indenture, by delivering to the Special Warrant Agent’s Toronto Vancouver office a duly executed Form of Transfer attached as Appendix “1” hereto and complying with such other reasonable requirements as the Corporation and the Special Warrant Agent may prescribe and such transfer shall be duly noted on the register by the Special Warrant Agent. This Special Warrant Certificate shall be construed in accordance with the laws of the Province of Ontario British Columbia and the laws of Canada applicable therein and shall be treated in all respects as an Ontario a British Columbia contract. After the deemed exercise of any of the Special Warrants represented by this Special Warrant Certificate, the Special Warrantholder shall no longer have any rights under either the Special Warrant Indenture or this Special Warrant Certificate with respect to such Special Warrants, other than the right to receive certificates representing the Convertible Debentures issuable on the exercise of those Special Warrants, and those Special Warrants shall be void and of no further value or effect. The Special Warrant Indenture contains provisions making binding upon all Special Warrantholders resolutions passed at meetings of such holders in accordance with such provisions or by instruments in writing signed by the Special Warrantholders holding a specified percentage of the Special Warrants. Time shall be of the essence hereof.
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