Issue of Subscription Receipts. (1) An aggregate of up to 487,840,350 Subscription Receipts (including up to 63,631,350 Over- Allotment Subscription Receipts) providing for the issuance in the circumstances as provided herein of an aggregate of up to 487,840,350 Underlying Class B Subordinate Voting Shares (including up to 63,631,350 Underlying Class B Subordinate Voting Shares issuable pursuant to the terms of Over-Allotment Subscription Receipts), in each case subject to adjustment as provided herein, are hereby created and authorized to be issued by the Corporation for a price per Subscription Receipt equal to the Subscription Price and one or more CDS-Registered Subscription Receipt Certificates, evidencing an aggregate of up to 487,840,350 Subscription Receipts (including up to 63,631,350 Over-Allotment Subscription Receipts) issued on or after the date hereof, shall be executed by or on behalf of the Corporation, certified by or on behalf of the Subscription Receipt Agent and delivered to the Joint Bookrunners, on behalf of the Underwriters, in accordance with this Agreement. (2) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe to comply with applicable law, and shall be issuable in any whole number denominations. (3) The Corporation shall, in writing, irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver to the Joint Bookrunners, on behalf of the Underwriters, a CDS-Registered Subscription Receipt Certificate representing, in the aggregate, 487,840,350 Subscription Receipts. (4) The Joint Bookrunners, on behalf of the Underwriters, shall, in writing, immediately following the execution and delivery of this Agreement and the receipt of the CDS-Registered Subscription Receipt Certificate issued pursuant to the direction in Section 2.1(3), acknowledge receipt of the CDS-Registered Subscription Receipt Certificate to the Corporation and the Subscription Receipt Agent.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Issue of Subscription Receipts. (1) An aggregate of up to 487,840,350 10,833,333 Subscription Receipts (including up to 63,631,350 Over- Allotment Subscription Receipts) providing for the issuance in the circumstances as provided herein of an aggregate of up to 487,840,350 Underlying Class B Subordinate Voting Shares (including up to 63,631,350 Underlying Class B Subordinate Voting Shares issuable pursuant to the terms of Over-Allotment Subscription Receipts), in each case subject to adjustment as provided herein, are hereby created and authorized to be issued by the Corporation for Corporation, comprising of 3,333,333 Subscription Receipts – A at a price equal to $0.15 per Subscription Receipt – A and 7,500,000 Subscritpion Receipts – B at a price equal to the $0.20 per Subscription Price Receipt – B. An aggregate of ⚫ Subscription Receipts are hereby issued, and one or more CDS-Registered Subscription Receipt Certificates, evidencing an aggregate of up to 487,840,350 Subscription Receipts (including up to 63,631,350 Over-Allotment Subscription Receipts) issued on or after Certificates dated the date hereof, hereof shall be executed by or on behalf of the Corporation, certified by or on behalf of the Subscription Receipt Agent upon written direction of the Corporation and delivered to the Joint Bookrunners, on behalf of the Underwriters, Agent in accordance with this Agreement. Each Subscription Receipt Certificate, certificated or uncertificated, shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4-MONTH AND DAY AFTER THE DATE OF ISSUANCE OF THE SECURITY.” Subject to the terms and conditions hereof, the Subscription Receipts issued will be automatically converted at the Escrow Release Time, without payment of additional consideration by the Receiptholder, as follows:
(i) Each Subscription Receipt – A will be converted into one Unit comprising of one (1) Common Share and one half (½) Warrant.
(2ii) The Each Subscription Receipt Certificates – B will be converted into one of (including all replacements issued in accordance with this Agreement1) shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe to comply with applicable law, and shall be issuable in any whole number denominationsFlow Through Share.
(3) The Corporation shall, in writing, irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver to the Joint Bookrunners, on behalf of the Underwriters, a CDS-Registered Subscription Receipt Certificate representing, in the aggregate, 487,840,350 Subscription Receipts.
(4) The Joint Bookrunners, on behalf of the Underwriters, shall, in writing, immediately following the execution and delivery of this Agreement and the receipt of the CDS-Registered Subscription Receipt Certificate issued pursuant to the direction in Section 2.1(3), acknowledge receipt of the CDS-Registered Subscription Receipt Certificate to the Corporation and the Subscription Receipt Agent.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Issue of Subscription Receipts. 2.1 Issue of Subscription Receipts
(1a) An aggregate A maximum of up to 487,840,350 1,540,741 Subscription Receipts (including up to 63,631,350 Over- Allotment Subscription Receipts) providing for the issuance in the circumstances as provided herein of an aggregate of up to 487,840,350 Underlying Class B Subordinate Voting Shares (including up to 63,631,350 Underlying Class B Subordinate Voting Shares issuable pursuant to the terms of Over-Allotment Subscription Receipts), in each case subject to adjustment as provided herein, are hereby created and authorized to be issued by the Corporation for a price per Subscription Receipt equal to the Subscription Price Price. The Subscription Receipts can be issued in both certificated and uncertificated form.
(b) An aggregate of 1,540,741 Subscription Receipts are hereby issued, and one or more CDS-Registered Subscription Receipt Certificates, evidencing an aggregate of up to 487,840,350 Certificates (if such Subscription Receipts (including up are to 63,631,350 Over-Allotment Subscription Receiptsbe issued in certificated form) issued on or after dated the date hereof, hereof shall be executed by or on behalf of the Corporation, certified Certified by or on behalf of the Subscription Receipt Agent upon written direction of the Corporation and delivered to the Joint Bookrunners, on behalf of the Underwriters, Receiptholders in accordance with this Agreement.
(2c) Each Subscription Receipt Certificate and Global Certificate, certificated or uncertificated, shall bear or be deemed to bear the following legends, as applicable: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) APRIL 16, 2021 AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”
(d) All Subscription Receipts issued to a U.S. Receiptholder shall be issued as Subscription Receipt Certificates, and shall not be included in a Global Certificate. The Subscription Receipt Certificates Receipts and the Underlying Securities have not been and will not be registered under the U.S. Securities Act or under any applicable state securities laws. The Subscription Receipts and the Underlying Securities are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act (including all replacements issued “Rule 144”), and the Subscription Receipts and Underlying Securities may only be reoffered, resold, pledged or otherwise transferred, directly or indirectly, only
(i) pursuant to an effective registration statement under the U.S. Securities Act, (ii) in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as provisions of Regulation S under the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe to comply with applicable law, and shall be issuable in any whole number denominations.
(3) The Corporation shall, in writing, irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver to the Joint Bookrunners, on behalf of the Underwriters, a CDS-Registered Subscription Receipt Certificate representing, in the aggregate, 487,840,350 Subscription Receipts.
(4) The Joint Bookrunners, on behalf of the Underwriters, shall, in writing, immediately following the execution and delivery of this Agreement and the receipt of the CDS-Registered Subscription Receipt Certificate issued pursuant to the direction in Section 2.1(3), acknowledge receipt of the CDS-Registered Subscription Receipt Certificate to the Corporation and the Subscription Receipt Agent.U.S. Securities Act or
Appears in 1 contract
Samples: Subscription Receipt Agreement
Issue of Subscription Receipts. (1a) An aggregate A maximum of up to 487,840,350 18,400,000 Equity Unit Subscription Receipts (including up to 63,631,350 Over- Allotment 2,400,000 Over-allotment Equity Unit Subscription Receipts) providing for the issuance in the circumstances as provided herein of an aggregate of up to 487,840,350 Underlying Class B Subordinate Voting Shares and 6,900 Debenture Unit Subscription Receipts (including up to 63,631,350 Underlying Class B Subordinate Voting Shares issuable pursuant to the terms of 900 Over-Allotment allotment Debenture Unit Subscription Receipts), in each case subject to adjustment as provided herein, ) are hereby created and authorized to be issued by the Corporation for a price per Subscription Receipt equal to the applicable Subscription Price Price.
(b) An aggregate of 19,001,000 Equity Unit Subscription Receipts and 1,275 Debenture Unit Subscription Receipts are hereby issued, and one or more CDS-Registered Subscription Receipt Certificates, evidencing an aggregate of up to 487,840,350 Subscription Receipts (including up to 63,631,350 Over-Allotment Subscription Receipts) issued on or after Certificates dated the date hereof, hereof shall be executed by or on behalf of the Corporation, certified by or on behalf of the Subscription Receipt Agent upon written direction of the Corporation and delivered to the Joint Bookrunners, on behalf of the Underwriters, Agent in accordance with this Agreement.
(2c) The Each Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule “A”Certificate, certificated or uncertificated, shall bear such distinguishing letters the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JANUARY 3, 2017."
(d) Subject to the terms and numbers as the Corporation mayconditions hereof, with the approval of the each Equity Unit Subscription Receipt Agentissued will be automatically converted at the Escrow Release Time, prescribe without payment of additional consideration, into one Common Share and such legends as the Corporation may prescribe to comply with applicable law, and shall be issuable in any whole number denominationsone Equity Warrant.
(3e) The Corporation shallSubject to the terms and conditions hereof, in writing, irrevocably direct the each Debenture Unit Subscription Receipt Agentissued will be automatically converted at the Escrow Release Time, immediately following the execution without payment of additional consideration, into one Convertible Debenture with a principal amount of $1,000 and delivery of this Agreement, to certify and deliver to the Joint Bookrunners, on behalf of the Underwriters, a CDS-Registered Subscription Receipt Certificate representing, in the aggregate, 487,840,350 Subscription Receipts1,000 CD Warrants.
(4) The Joint Bookrunners, on behalf of the Underwriters, shall, in writing, immediately following the execution and delivery of this Agreement and the receipt of the CDS-Registered Subscription Receipt Certificate issued pursuant to the direction in Section 2.1(3), acknowledge receipt of the CDS-Registered Subscription Receipt Certificate to the Corporation and the Subscription Receipt Agent.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Issue of Subscription Receipts. (1) An aggregate of up to 487,840,350 345,539,916 Subscription Receipts (including up to 63,631,350 Over- Allotment Subscription Receipts) providing for the issuance in the circumstances certain circumstances, as provided herein herein, of an aggregate of up to 487,840,350 345,539,916 Underlying Class B Subordinate Voting Shares (including up to 63,631,350 Underlying Class B Subordinate Voting Shares issuable pursuant to the terms of Over-Allotment Subscription Receipts)Common Shares, in each case subject to adjustment as provided herein, are hereby created and authorized to be issued by the Corporation for a price per Subscription Receipt equal to the Subscription Price and one or more CDS-Registered Subscription Receipt Certificates, evidencing an aggregate of up to 487,840,350 345,539,916 Subscription Receipts (including up to 63,631,350 Over-Allotment Subscription Receipts) issued on or after the date hereof, shall be executed by or on behalf of the Corporation, certified by or on behalf of the Subscription Receipt Agent and delivered to the Joint BookrunnersOrion Subscriber, on behalf of the UnderwritersRQ and CDPQ, in accordance with this Agreement.
(2) The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement) shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe in order to comply with applicable law, and shall be issuable in any whole number denominations.
(3) Without limiting the generality of the foregoing, any Subscription Receipt Certificates (including any certificates issued in exchange for or in substitution of such certificates in accordance with this Agreement) evidencing Subscription Receipts shall bear the following legend upon the original issuance thereof and until September 24, 2014: UNLESS PERMITTED UNDER CANADIAN SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE September 24, 2014.
(4) The Corporation shall, in writing, irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to certify and deliver (i) to the Joint BookrunnersOrion Subscriber, on behalf of the Underwriters, a CDS-Registered one or more Subscription Receipt Certificate Certificate(s) representing, in the aggregate, 487,840,350 171,254,203 Subscription Receipts (such number of Subscription Receipts having been determined based on the Canadian dollar equivalent of US$110,000,000 deposited by the Orion Subscriber pursuant to Section 2.2(1) on the basis of the Bank of Canada CAD/US noon exchange rate on the Business Day prior to the date hereof), (ii) to RQ, one or more Subscription Receipt Certificate(s) representing, in the aggregate, 142,857,142 Subscription Receipts, and (iii) to CDPQ, one or more Subscription Receipt Certificate(s) representing, in the aggregate, 31,428,571 Subscription Receipts.
(4) The Joint Bookrunners, on behalf of the Underwriters, shall, in writing, immediately following the execution and delivery of this Agreement and the receipt of the CDS-Registered Subscription Receipt Certificate issued pursuant to the direction in Section 2.1(3), acknowledge receipt of the CDS-Registered Subscription Receipt Certificate to the Corporation and the Subscription Receipt Agent.
Appears in 1 contract
Samples: Subscription Receipt Agreement