Issue of Rights. Legend on Common Share Certificates 16
Issue of Rights. (a) Until the earlier of (i) the close of business on the tenth Business Day (or such later date as may be determined by the Board of Directors of the Company) after the Stock Acquisition Date (or, if the tenth Business Day after the Stock Acquisition Date occurs before the Record Date, the close of business on the Record Date), or (ii) the close of business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors of the Company) after the date that a tender or exchange offer by any Person (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company or of any Subsidiary of the Company, or any Person organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent or given within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act, if upon consummation thereof, such Person would be the Beneficial Owner of 30% or more of the shares of Common Stock then outstanding (the earlier of (i) and (ii) being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates for Common Stock shall be deemed also to be certificates for Rights) and not by separate certificates, and (y) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first- class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the "Rights Certificates"), --------- evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are d...
Issue of Rights in the event of issue of rights during the period between the Determining Date and the last exercise date, the Offeree shall be offered identical rights in the same number for the Exercisable Shares subject matter of this Warrant which were not exercised by the Offeree, if he had exercised part of this Warrant that was not exercised by him prior allowed only concurrently with or following the Determining Date for issue of rights. Exercise of rights shall be allowed only with or after exercise of this Warrant.
Issue of Rights. Legend on Common Share Certificates 17 2.2. Initial Exercise Price; Exercise of Rights; Detachment of Rights 18 2.3. Adjustments to Exercise Price; Number of Rights 21 2.4. Date on Which Exercise Is Effective 26 2.5. Execution, Authentication, Delivery and Dating of Rights Certificates 27 2.6. Registration, Transfer and Exchange 27 2.7. Mutilated, Destroyed, Lost and Stolen Rights Certificates 28 2.8. Persons Deemed Owners of Rights 28 2.9. Delivery and Cancellation of Certificates 29 2.10. Agreement of Rights Holders 29 2.11. Holder of Rights Not Deemed a Shareholder 30 Article 3 - ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF A FLIP-IN EVENT 30 3.1. Flip-in Event 30 Article 4 - THE RIGHTS AGENT 32 4.1. General 32 4.2. Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 33 4.3. Duties of Rights Agent 34 4.4. Change of Rights Agent 36 4.5. Compliance with Money Laundering Legislation 36 4.6. Privacy Provision 36 Article 5 - MISCELLANEOUS 37 5.1. Redemption and Waiver 37 5.2. Expiration 39 5.3. Issuance of New Rights Certificates 39 5.4. Supplements and Amendments 39 5.5. Fractional Rights and Fractional Shares 41 5.6. Rights of Action 42 5.7. Regulatory Approvals 42 5.8. Non-Canadian Holders 42 5.9. Notices 43 5.10. Costs of Enforcement 43 5.11. Successors 44 5.12. Benefits of this Agreement 44 5.13. Governing Law 44 5.14. Severabilitv 44 5.15. Effective Date and Confirmation 44 5.16. Determinations and Actions by the Board of Directors 45 5.17. Force Majeure 45 5.18. Time of the Essence 45 5.19. Execution in Counterparts 46 ATTACHMENT 1- FORM OF RIGHTS CERTIFICATE ATTACHMENT 2 - FORM OF ASSIGNMENT ATTACHMENT 3 - FORM OF ELECTION TO EXERCISE ATTACHMENT 4 - CERTIFICATE THIS AGREEMENT originally dated as of January 22, 2016, and amended and extended as of May 15, 2019. PROMIS NEUROSCIENCES INC., a company incorporated under the laws of Canada (the “Company”) COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the laws of Canada (the “Rights Agent”)
Issue of Rights. 5 Section 4. Form of Rights Certificates ............................................................ 7 Section 5. Countersignature and Registration ...................................................... 8 Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates ........................................
Issue of Rights. 8
2.1 Creation and Issue of Rights ....................................................................................8 2.2
Issue of Rights. 8
2.1 Creation and Issue of Rights 8 2.2 Terms of Rights 8 2.3 Rights Certificates 8 2.4 Signing of Rights Certificates 9 2.5 Certification by the Rights Agent 9
2.6 Holder Not a Shareholder 9
2.7 Issue in Substitution for Lost Rights Certificate 9
2.8 Register for Rights 10 2.9 Transfer of Rights 10
Issue of Rights. Certificates shall be, and ---------------------------- hereby is, revised in its entirety to read as follows:
Issue of Rights. Effective as of the close of business on September 22, 2005, one right (a "Right") will be issued and attached to each outstanding Common Share of the Corporation. One Right will also be issued and attach to each Common Share of the Corporation (and any other share in the capital stock or voting interests of the Corporation entitled to vote generally in the election of directors other than directors to be elected by the Corporation's Junior Preference Shares) (collectively, "Voting Shares") issued thereafter, subject to the limitations set forth in the Rights Plan. An Acquiring Person is a person that Beneficially Owns 20% or more of the outstanding Voting Shares. An Acquiring Person does not, however, include the Corporation or any Subsidiary of the Corporation, or any person that becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of certain exempt transactions. These exempt transactions include where any person becomes the Beneficial Owner of 20% or more of the Voting Shares as a result of, among other things: (i) specified acquisitions of securities of the Corporation, (ii) acquisitions pursuant to a Permitted Bid or Competing Permitted Bid (as described below), (iii) specified distributions of securities of the Corporation, (iv) certain other specified exempt acquisitions including for portfolio managers, mutual funds and other similar entities with no present intention to take control of the Corporation, and (v) transactions to which the application of the Rights Plan has been waived by the Board. An Acquiring Person also does not include any Person that owned 20% or more of the outstanding Voting Shares at the Effective Time unless that person increases its percentage interest in the voting shares other than pursuant to one of the previously mentioned transactions.
Issue of Rights. LEGEND ON COMMON SHARE CERTIFICATES
(a) One Right shall be issued on the Effective Date in respect of each Common Share of the Corporation issued under the Plan of Arrangement (the time of issue of such Rights being herein called the "Record Time") and one Right shall be issued in respect of each Common Share of the Corporation issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time.
