Common use of Global Subscription Receipts Clause in Contracts

Global Subscription Receipts. (a) Subject to Section 2.14(b): (i) Subscription Receipt Certificates will only be issued in the form of a Global Subscription Receipt certificate, which will be registered in the name of and deposited with CDS or its nominee; (ii) owners of the beneficial interests in the Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement; (iii) beneficial interests in Global Subscription Receipts will be represented only through the Book-Entry Only System and, subject to applicable law or unless otherwise requested by CDS, will be issued in uncertificated form; (iv) all Subscription Receipts issued electronically to CDS in uncertificated form through the uncertificated inventory system of CDS will be evidenced by a book position on the register of holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.4; (v) transfers of Subscription Receipts between Book-Entry Participants shall occur in accordance with CDS’ rules and procedures; (vi) all references herein to actions by, notices given or payments made to Receiptholders shall, refer to actions taken by, or notices given or payments made to, CDS on instruction from the Book-Entry Participants in accordance with CDS’ rules and procedures; (vii) in respect of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent shall be given by Beneficial Holders acting through CDS and the Book-Entry Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts; (viii) the rights of a Beneficial Holder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants and shall be limited to those established by law and agreements between such holders and CDS and the Book-Entry Participants upon instructions from the Book-Entry Participants; (ix) each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder; (x) if any notice or other communication is required to be given to Beneficial Holders, the Subscription Receipt Agent will give such notices and communications to CDS; provided that: (xi) neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and (xii) nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws. (b) In the event that: (i) CDS resigns, is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor; (ii) the Book-Entry Only System is terminated; or (iii) the Corporation so instructs the Subscription Receipt Agent in writing; CDS shall surrender each Global Subscription Receipt to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts, the whole in accordance with the provisions of Section 2.13, mutatis mutandis.

Global Subscription Receipts. (a) Subject Unless the Subscription Receipts cease to Section 2.14(b): (i) be eligible for the Book-Entry Only System, whether as a result of a termination of the Corporation’s agreement with CDS or otherwise, Subscription Receipt Certificates will only be issued in the form of a Global Subscription Receipt certificateCertificates, which will be registered in the name of and deposited with CDS or its nomineenominee and held by, or on behalf of, CDS as depository of the Subscription Receipt Certificates for the participants of CDS. For the avoidance of doubt, Subscription Receipts sold to Qualified Institutional Buyers (as defined in Rule 144A) pursuant to a private placement exemption from the registration requirements of the U.S. Securities Act and applicable state laws will be represented by one or more separate Global Subscription Receipts issued under a CUSIP number dedicated to such Restricted Subscription Receipts (each a “Restricted Global Subscription Receipt”). Such Restricted Global Subscription Receipts shall be issued in compliance with Section 2.12(c) hereof. (b) The Subscription Receipt Agent understands and acknowledges that the Subscription Receipts and the Underlying Common Shares issued upon exercise thereof have not been and will not be registered under the U.S. Securities Act nor the securities laws of any state of the United States and may be transferred only pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws. (c) Until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or state securities laws, each Restricted Global Subscription Receipt evidencing Subscription Receipts originally offered or sold in the United States pursuant to a private placement exemption from the registration requirements of the U.S. Securities Act and applicable state laws, and all certificates representing Subscription Receipts or Underlying Common Shares issued in exchange therefor or in substitution or transfer thereof shall, unless otherwise directed by the Corporation, bear the following legend: “SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY SXXXX XX XXX XXXXXX XXXXXX. THE HOLDER HEREOF, BY TAKING POSSESSION OF SUCH SECURITIES, AND EACH PERSON THAT ACQUIRES AN INTEREST IN SUCH SECURITIES AGREES FOR THE BENEFIT OF MANULIFE FINANCIAL CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO MANULIFE FINANCIAL CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH CANADIAN AND ANY APPLICABLE LOCAL LAWS AND REGULATIONS, (C) WITHIN THE UNITED STATES, IN ACCORDANCE WITH RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OF THE UNITED STATES AND AFTER PROVIDING TO MANULIFE FINANCIAL CORPORATION, THE SUBSCRIPTION RECEIPT AGENT AND THE TRANSFER AGENT, IF APPLICABLE, AN OPINION OF COUNSEL, OF RECOGNIZED STANDING REASONABLY SATISFACTORY TO MANULIFE FINANCIAL CORPORATION, TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE U.S. SECURITIES ACT. IF THE SECURITIES ARE BEING SOLD IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND MAY BE OBTAINED FROM THE SUBSCRIPTION RECEIPT AGENT OR THE TRANSFER AGENT, AS APPLICABLE, (OR THEIR RESPECTIVE SUCCESSORS) UPON DELIVERY OF THIS CERTIFICATE, AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE SUBSCRIPTION RECEIPT AGENT OR THE TRANSFER AGENT, AS APPLICABLE, AND MANULIFE FINANCIAL CORPORATION (OR THEIR RESPECTIVE SUCCESSORS) TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT”; and Subscription Receipts and Underlying Common Shares represented by such legended certificates will have separate, restricted CUSIP numbers, provided that if the Subscription Receipts or the Underlying Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, the legend may be removed (and such Subscription Receipts and Underlying Common Shares may be represented by certificates bearing unrestricted CUSIP numbers) if a declaration is provided to the Subscription Receipt Agent or the Transfer Agent, if applicable, (or their respective successors) (unless the Corporation approves otherwise) to the following effect (or as may be required from time to time to comply with the then-applicable requirements of U.S. securities laws or regulations): “The undersigned (A) confirms, that the sale of the [subscription receipts/common shares] of Manulife Financial Corporation (the “Corporation”) represented by certificate No. to which this declaration relates (the “Securities”) is being made in reliance on Rule 904 of Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (“U.S. Securities Act”), and (B) certifies that (1) it is not an “affiliate” (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (2) the offer of such Securities was not made to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believe that the buyer was outside the United States or (b) the transaction was executed on or through the facilities of the Toronto Stock Exchange or any other Designated Offshore Securities Market, as defined in Rule 902 of Regulation S, and neither the seller nor any person acting on its behalf knows that the transaction has been prearranged with a buyer in the United States, (3) neither the seller nor any affiliate of the seller nor any person acting on its or their behalf has engaged or will engage in any “directed selling efforts” (as such term is defined in Rule 902 of Regulation S) in connection with the offer and sale of such Securities, (4) the sale is bona fide and not for the purpose of “washing off” the resale restrictions imposed because the Securities are “restricted securities” (as such term is defined in Rule 144(a)(3) under the U.S. Securities Act), (5) the seller does not intend to replace such Securities sold in reliance on Rule 904 of Regulation S with fungible unrestricted securities and (6) the contemplated sale is not a transaction, or part of a series of transactions which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act.”; provided, further, that if the Subscription Receipts or the Underlying Common Shares are being sold under Rule 144, the legend set forth above may be removed (and such Subscription Receipts and Underlying Common Shars may be represented by certificates bearing unrestricted CUSIP numbers) by delivering to the Subscription Receipt Agent or the Transfer Agent, as applicable, and the Corporation (or their respective successors) a broker’s certificate, in form and substance reasonably satisfactory to the Corporation confirming the manner of such sale; (iid) Unless the Subscription Receipts cease to be eligible for the Book-Entry Only System, whether as a result of a termination of the Corporation’s agreement with CDS or otherwise, owners of the beneficial interests in the Subscription Receipts through CDS shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement; (iii) beneficial agreement except in circumstances where CDS resigns or is removed from its responsibility and the Corporation is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by the Global Subscription Receipts Receipt Certificates will be represented only through the Book-Entry Only System and, subject to applicable law or unless otherwise requested by CDS, will be issued in uncertificated form; (iv) all Subscription Receipts issued electronically to CDS in uncertificated form through the uncertificated inventory system of CDS will be evidenced by a book position on the register of holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.4; (v) transfers System. Transfers of Subscription Receipts between Book-Entry Participants CDS participants shall occur in accordance with CDS’ applicable rules and procedures;. Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS participant. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (vie) all All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS on upon instruction from the Book-Entry Participants CDS participants in accordance with CDS’ its rules and procedures; (vii) in respect . For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent shall may be given by Beneficial Holders holders of Subscription Receipts acting through CDS and the Book-Entry Participants CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts; (viii) the . The rights of a Beneficial Holder Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants CDS participants and shall be limited to those rights established by law and agreements between such holders and CDS and and/or the Book-Entry Participants CDS participants or upon instructions from the Book-Entry Participants; (ix) CDS participants. For so long as Subscription Receipts are held through CDS, each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder;. (xf) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Beneficial HoldersReceiptholders, the Subscription Receipt Agent will give such notices and communications to CDS; provided that: (xi) neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and (xii) nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws. (bg) In the event that: (i) If CDS resigns, resigns or is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor; (ii) the Book-Entry Only System is terminated; or (iii) , the Corporation so instructs the Subscription Receipt Agent in writing; shall cause CDS shall to surrender each all Global Subscription Receipt Certificates to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name names and in the amount amounts specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts, the whole in accordance with the provisions of Section 2.13, mutatis mutandis.

Global Subscription Receipts. (a) Subject to Section 2.14(b): (i) 2.19 hereof, the Subscription Receipt Certificates will only Receipts may be issued in the form of a one or more Global Subscription Receipt certificateReceipts, which will be registered in the name of and deposited with CDS or its nominee;nominee and held by, or on behalf of, CDS, as depositary of the Subscription Receipts for the participants of CDS, and any Global Subscription Receipts represented by Subscription Receipt Certificates shall bear the CDS legend included on the form of Subscription Receipt Certificate appended hereto as Schedule A. (iib) Registration of ownership and transfers of Subscription Receipts represented by Global Subscription Receipts may be effected only through the Book-Based System. (c) Unless the Book-Based System is terminated or required to do so by applicable law, and except for any Subscription Receipts issued to U.S. Receiptholders that are not QIB Purchasers (in which case such U.S. Receiptholders may be issued individually certificated Subscription Receipts), owners of the beneficial interests in the Subscription Receipts represented by Global Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement; (iii) beneficial agreement except in circumstances where CDS resigns or is removed from its responsibility. Beneficial interests in the Global Subscription Receipts will be represented only through the Book-Entry Only System and, subject Based System. Transfers of Subscription Receipts between CDS participants shall occur in accordance with CDS’ rules and procedures. Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for any aspects of the records relating to applicable law or unless otherwise requested payments made by CDS, will be issued or its nominee, on account of the beneficial interests in uncertificated form;the Subscription Receipts. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (ivd) Subject to Section 2.14(a) above and Section 2.14(g) below, a Subscription Receipt Certificate that is not a Global Subscription Receipt may be surrendered at CDS for cancellation by the Subscription Receipt Agent and the registration of new beneficial interest in such Subscription Receipts may be represented by a Global Subscription Receipt, which shall be increased by the number of Subscription Receipts surrendered. (e) All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are represented by Global Subscription Receipts held through CDS, refer to actions taken by, or notices given or payments made to, CDS upon instruction from the CDS participants in accordance with its rules and procedures. For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent may be given by Receiptholders acting through CDS and the CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts. The rights of a Receiptholder whose Subscription Receipts are represented by Global Subscription Receipts held through CDS shall be exercised only through CDS and the CDS participants and shall be limited to those established by law and agreements between such holders and CDS and the CDS participants upon instructions from the CDS participants. Each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder. (f) For so long as Subscription Receipts represented by Global Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Receiptholders, the Subscription Receipt Agent will give such notices and communications to CDS. (g) If CDS resigns or is removed from its responsibility as depository, CDS shall surrender the Global Subscription Receipts to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name and in the amount specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall Authenticate and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts. (h) All Subscription Receipts issued electronically to CDS in uncertificated form through the uncertificated inventory system of CDS will be evidenced by a book position on the register of holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.4; (v) transfers of Subscription Receipts between Book-Entry Participants shall occur in accordance with CDS’ rules and procedures; (vi) all references herein to actions by, notices given or payments made to Receiptholders shall, refer to actions taken by, or notices given or payments made to, CDS on instruction from the Book-Entry Participants in accordance with CDS’ rules and procedures; (vii) in respect of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent shall be given by Beneficial Holders acting through CDS and the Book-Entry Participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts; (viii) the rights of a Beneficial Holder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants and shall be limited to those established by law and agreements between such holders and CDS and the Book-Entry Participants upon instructions from the Book-Entry Participants; (ix) each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder; (x) if any notice or other communication is required to be given to Beneficial Holders, the Subscription Receipt Agent will give such notices and communications to CDS; provided that: (xi) neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and (xii) nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws2.5. (b) In the event that: (i) CDS resignsNotwithstanding any provisions made in this Agreement, is removed from its responsibility as depository, or ceases any acts that may be required to be a clearing agency or otherwise ceases to done in connection with this Agreement may be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor; (ii) the Book-Entry Only System is terminated; or (iii) the Corporation so instructs the Subscription Receipt Agent in writing; CDS shall surrender each Global Subscription Receipt altered due to the Subscription Receipt Agent internal procedures and processes with instructions for registration respect to cut-off times of Subscription Receipts in CDS. It is understood and agreed to by the name and in the amount specified by CDS and the Corporation shall issue and parties hereto that the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding have no responsibility in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts, the whole in accordance connection with the provisions of Section 2.13, mutatis mutandisany cut-off time imposed by CDS.

Global Subscription Receipts. (a) Subject Unless the Subscription Receipts cease to Section 2.14(b): be eligible for the Book-Entry Only System, whether as a result of a termination of the Corporation’s agreement with CDS (iincluding termination by the Corporation at its option or following the written request of the Purchaser, acting reasonably) or otherwise, Subscription Receipt Certificates will only be issued in the form of a Global Subscription Receipt certificateCertificates, which will be registered in the name of and deposited with CDS or its nominee;nominee and held by, or on behalf of, CDS as depository of the Subscription Receipt Certificates for the participants of CDS. (iib) Unless the Subscription Receipts cease to be eligible for the Book-Entry Only System, whether as a result of a termination of the Corporation’s agreement with CDS (including termination by the Corporation at its option or following the written request of the Purchaser, acting reasonably) or otherwise, owners of the beneficial interests in the Subscription Receipts through CDS shall not be entitled to have Subscription Receipts registered in their names, shall not receive or be entitled to receive Subscription Receipt Certificates in definitive form and shall not be considered owners or holders thereof under this Agreement or any supplemental agreement; (iii) beneficial agreement except in circumstances where CDS resigns or is removed from its responsibility and the Corporation is unable or does not wish to locate a qualified successor. Beneficial interests in Subscription Receipts represented by the Global Subscription Receipts Receipt Certificates will be represented only through the Book-Entry Only System and, subject to applicable law or unless otherwise requested by CDS, will be issued in uncertificated form; (iv) all Subscription Receipts issued electronically to CDS in uncertificated form through the uncertificated inventory system of CDS will be evidenced by a book position on the register of holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.4; (v) transfers System. Transfers of Subscription Receipts between Book-Entry Participants CDS participants shall occur in accordance with CDS’ applicable rules and procedures;. Neither the Corporation nor the Subscription Receipt Agent shall have any responsibility or liability for: (i) any aspects of the records relating to or payments made by CDS, or its nominee, on account of the beneficial interests in the Subscription Receipts; (ii) maintaining, supervising or reviewing any records relating to the Subscription Receipts; or (iii) any advice or representation made by or with respect to CDS relating to the rules governing CDS or any action to be taken by CDS or at the direction of a CDS participant. Nothing herein shall prevent the owners of beneficial interests in the Subscription Receipts from voting such Subscription Receipts using duly executed proxies. (vic) all All references herein to actions by, notices given or payments made to Receiptholders shall, where Subscription Receipts are held through CDS, refer to actions taken by, or notices given or payments made to, CDS on upon instruction from the Book-Entry Participants CDS participants in accordance with CDS’ its rules and procedures; (vii) in respect . For the purposes of any provision hereof requiring or permitting actions with the consent of or at the direction of Receiptholders evidencing a specified percentage of the aggregate Subscription Receipts outstanding, such direction or consent shall may be given by Beneficial Holders holders of Subscription Receipts acting through CDS and the Book-Entry Participants CDS participants owning Subscription Receipts evidencing the requisite percentage of the Subscription Receipts; (viii) the . The rights of a Beneficial Holder Receiptholder whose Subscription Receipts are held through CDS shall be exercised only through CDS and the Book-Entry Participants CDS participants and shall be limited to those rights established by law and agreements between such holders and CDS and and/or the Book-Entry Participants CDS participants or upon instructions from the Book-Entry Participants; (ix) CDS participants. For so long as Subscription Receipts are held through CDS, each of the Subscription Receipt Agent and the Corporation may deal with CDS for all purposes (including the making of payments) as the authorized representative of the respective Beneficial Holders Receiptholders and such dealing with CDS shall constitute satisfaction or performance, as applicable, of their respective obligations hereunder;. (xd) For so long as Subscription Receipts are held through CDS, if any notice or other communication is required to be given to Beneficial HoldersReceiptholders, the Subscription Receipt Agent will give such notices and communications to CDS; provided that: (xi) neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for any aspects of the records relating to or payments made by CDS on account of the beneficial interests in the Subscription Receipts or for any advice or representation made or given by CDS or any action to be taken by CDS on its own direction or at the direction of any Book-Entry Participant; and (xii) nothing herein shall prevent Beneficial Holders from voting such Subscription Receipts using duly executed proxies in accordance with the requirements of CDS and of applicable laws. (be) In the event that: (i) If CDS resigns, resigns or is removed from its responsibility as depository, or ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable or does not wish to locate a qualified successor; (ii) the Book-Entry Only System is terminated; or (iii) , the Corporation so instructs the Subscription Receipt Agent in writing; shall cause CDS shall to surrender each all Global Subscription Receipt Certificates to the Subscription Receipt Agent with instructions for registration of Subscription Receipts in the name names and in the amount amounts specified by CDS and the Corporation shall issue and the Subscription Receipt Agent shall certify and deliver the aggregate number of Subscription Receipts then outstanding in the form of definitive Subscription Receipt Certificates representing such Subscription Receipts, the whole in accordance with the provisions of Section 2.13, mutatis mutandis.