Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures: 2.14.1 As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture Agent, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided above. 2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 2 contracts
Samples: Debenture Indenture (Amaya Gaming Group Inc.), Debenture Indenture (Amaya Gaming Group Inc.)
Payment of Interest. The following provisions shall apply to DebenturesDebt Securities, except as permitted by Article 5 or otherwise specified in a resolution of the DirectorsBoard Resolution, an Officer’s Officers' Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of DebenturesDebt Securities:
2.14.1 (a) As interest becomes due on each Debenture fully registered Debt Security (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Baytex be paid upon surrender of such Debenture) the CorporationDebt Security), Baytex, either directly or through the Debenture Agent Indenture Trustee or any agent of the Debenture AgentIndenture Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentIndenture Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture Debt Security appearing on the registers maintained by the Debenture Agent Indenture Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, funds (provided the Debenture Agent Indenture Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders)) or other means, such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture Debt Security becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfactionDebt Security. Notwithstanding the foregoing, if the Corporation Baytex is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Debt Security in the manner provided above, the Corporation Baytex may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Indenture Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Indenture Trustee, at least one Business Day prior to each Interest Payment Date, Baytex shall deliver sufficient funds to the Indenture Trustee by electronic transfer or make such other arrangements for the provision of funds as may be agreeable between the Indenture Trustee and Baytex in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if (b) If a series of Debentures Debt Securities or any portion thereof is represented by a Global DebentureDebt Security, then all payments of interest on the Global Debenture Debt Security shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders Debtholders of the applicable interests in the applicable that Global DebentureDebt Security, unless the Corporation Baytex and the Depository otherwise agree. None of the CorporationBaytex, the Debenture Agent Indenture Trustee or any paying agent of the Debenture Agent for any Debenture Debt Security issued as a Global Debenture Debt Security will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Debt Security or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) The Indenture Trustee shall have no obligation to disburse funds pursuant to Section 2.14 (a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date.
Appears in 2 contracts
Samples: Trust Indenture (Baytex Energy Corp.), Trust Indenture (Baytex Energy Corp.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or elsewhere in this Indenture or specified in a resolution of the Board of Directors, an on behalf of the Trust, Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture Debentureholder appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth 5th Business Day prior to the applicable Interest Payment Date and addressed to the holder Debentureholder at the holder’s Debentureholder's last address appearing on the register, unless such holder Debentureholder otherwise directs. If payment is made by cheque, cheque such cheque shall be forwarded at least three Business Days prior to each as soon as practicable following the date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder Debentureholder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable on such Interest Payment Date to the Depository Depositary or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository Depositary otherwise agree. The record date for the payment of interest will be that day which is the 5th Business Day prior to the applicable Interest Payment Date. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of AEI, on behalf of the Trust, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth seventh Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the directors of PEOC, on behalf of the Board of Directors, an Officer’s Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then than all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Perpetual Energy Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) or elsewhere in this Indenture or specified in a resolution of the DirectorsBoard Resolution, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of the Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly (which shall be confirmed by the Corporation by Officer's Certificate pursuant to Section 2.3(c)), or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque by prepaid ordinary mail, wire, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee and, if applicable, deliver the Shares, pursuant to Section 2.3(c), in payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee as at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directsdirects in writing to the Trustee in advance. If cash payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (such as wire or electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the Interest Payment Date. If payment is made through the Trustee, at least on or before 11:00 am (Vancouver time) one Business Day prior to each Interest Payment Date or prior to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by wire transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest on payment hereunder. The Trustee shall disburse such Debenture becomes dueinterest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1the foregoing, if a series of Debentures is represented by a Global Debenture, then all payments in excess of interest on C$25 million to a Debentureholder (or such other amount as determined from time to time by the Global Debenture Canadian Payments Association or any successor thereto) shall be made by electronic the use of the LVTS.
(c) The Trustee shall have no obligation to disburse funds transfer or cheque made pursuant to this Section 2.10 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to the Depository or its nominee for subsequent payment to Beneficial Holders of interests such Interest Payment Date. The Trustee shall, if any funds are received by it in the applicable Global Debentureform of uncertified cheques, unless be entitled to delay the Corporation and time for release of such funds until such uncertified cheques shall be determined to have cleared the Depository otherwise agree. None of financial institution upon which the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestssame are drawn.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Payment of Interest. The following provisions shall apply to DebenturesNotes of each series, except as permitted by Article 5 or otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of Debentures:Notes (and, in the case of the 2026 Notes, Article 3):
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest including any Additional Amounts (less any tax Taxes required by law to be deducted or withheld therefrom) to the order of the registered holder Holder of such Debenture appearing on the registers maintained by the Debenture Agent Note at the close of business on the fifth Business Day Record Date prior to the applicable Interest Payment Date and addressed to the holder Holder at the holderHolder’s last address appearing on the registerregister (or in the case of joint Holders, to such address of one of the joint Holders), unless such holder Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Vancouver time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a (b) So long as the Notes of any series or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 11:00 a.m. (Vancouver time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise Trustee agree. None .
(c) Notwithstanding Sections 2.15(a) and 2.15(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.15(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(b), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day applicable record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of HOC, on behalf of the Trust, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(b), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) If the Corporation chooses to make a home office payment, then it shall confirm to the Trustee that a payment has been made and each registered holder to whom such payments were made shall confirm receipt in writing of such payment to the Trustee.
(d) Should any tax be required by applicable law or administrative practice to be withheld or deducted from any payment or delivery of interest, premium or principal, the Corporation (or any agent acting on its behalf) shall remit in the appropriate manner and within the time required to the relevant governmental authority the amount required to be withheld or deducted.
Appears in 1 contract
Samples: Debenture Indenture (Molycorp, Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of the Administrator, on behalf of the Trust, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due, provided the Debenture Trustee must receive confirmation of its receipt of funds prior to being required to wire funds to holders. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Debenture Trustee, at least one Business Day prior to each Interest Payment Date or to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Trust shall deliver sufficient funds to the Debenture Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Debenture Trustee and the Trust in order to effect such interest payment hereunder. The Debenture Trustee shall disburse such interest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment. Notwithstanding the foregoing, (i) all payments in excess of $25 million in Canadian dollars (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the LVTS (as defined herein); and (ii) in the event that payment must be made to the Depository, the Trust shall remit payment to the Debenture Trustee by LVTS (as defined herein). The Debenture Trustee shall have no obligation to disburse funds pursuant to this section 2.15(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Debenture Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by otherwise provided in Section 2.1(c) or Article 5 6 or specified in a resolution of the Board of Directors, or an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures's Certificate:
2.14.1 (a) As interest becomes due on each Debenture (except except, subject to certain exceptions set forth herein including in Section 2.1(c), at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.9(a), if a series of the Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to (1) Except as may otherwise be provided herein, including Article 3 or in any supplemental indenture in respect of the Debentures, except payments of accrued and unpaid interest on each Interest Payment Date or that becomes payable as permitted by Article 5 or specified otherwise provided for herein, will be made in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debenturesfollowing manner:
2.14.1 As (2) If and when interest becomes due on each Debenture (except at maturitythe Debentures, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each the date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds by wire at least three Business Days in advance prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (3) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders beneficial holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Debenture Trustee act as interest paying agent, to the Debenture Trustee by no later than 11:00 a.m. Toronto time on the Business Day prior to the day interest is payable for subsequent payment to the Depository. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to the Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) and Section 2.3(b) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Debenturesindenture:
2.14.1 As (a) Subject to Section 5.4(c), as interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.3, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to record date set forth for the Debentures in respect of the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. On or prior to 11:00 a.m. Eastern time on the Business Day prior to the earlier of: (i) any Interest Payment Date, or (ii) the day cheques are required to be mailed in accordance with this Section 2.14, the Corporation shall deposit with the Trustee money sufficient to pay the full amount due on the relevant Interest Payment Date.
2.14.2 Notwithstanding (b) Subject to Section 2.14.15.4(c), if a series of Debentures is represented by a Global Debenture, then all payments of interest in cash on the Global Debenture Uncertificated Debentures shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global DebentureUncertificated Debentures, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.agree.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder Holder of such Debenture Note appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day (or if the Note ceases to be represented by a Global Certificate, then the tenth Business Day) prior to the applicable Interest Payment Date and addressed to the holder Holder at the holder’s Holder's last address appearing on the registerregister (or in the case of joint Holders, to such address of one of the joint Holders), unless such holder Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture Note becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Issuer will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Calgary time) at least one Business Day prior to each Interest Payment Date or to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is (b) So long as the Notes or any portion thereof are represented by a Global DebentureCertificate, then all payments of interest on the Global Debenture Certificate shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of the applicable interests in the applicable that Global DebentureCertificate, unless the Corporation Issuer and the Depository otherwise agree. None of the CorporationIssuer, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as Note represented by a Global Debenture Certificate will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Certificate or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Issuer shall remit payment to the Trustee by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 2.14(c) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Trustee shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions Issuer shall apply pay, or cause the Trustee to Debenturespay, except as permitted by Article 5 or specified in a resolution the interest due upon the Deemed Value of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on Gold Quantity represented by each Debenture Certificated Note (except at maturityinterest payable on Maturity or redemption of a Certificated Note which, on conversion or on redemption, when interest may at the option of the Corporation Issuer, may be paid only upon surrender presentation of such DebentureCertificated Note for payment) the Corporation, either directly and Uncertificated Note by forwarding or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward causing to be forwarded by prepaid ordinary mailmail (or in the event of mail service interruption, electronic transfer of funds or by such other means as may the Trustee and the Issuer determine to be agreed appropriate) a cheque for such interest payable to by the Debenture Agent, payment Holder of such interest (less any tax required to be withheld therefrom) to Note on the order of Record Date for each applicable Interest Payment Date at the registered holder of such Debenture address appearing on the registers applicable register unless otherwise directed in writing by the Holder or, in the case of registered joint Holders, payable to all such joint Holders and addressed to one of them at the last address appearing in the applicable register and negotiable at par at each of the places at which interest upon such Note is payable. The forwarding of such cheque shall satisfy and discharge the liability for the interest on such Note to the extent of the sum represented thereby unless such cheque is not paid on presentation at any of the places at which such interest is payable. In the event of the non-receipt of such cheque by the applicable Holder or the loss, theft or destruction thereof, the Issuer, upon being furnished with evidence of such non-receipt, loss, theft or destruction and indemnity reasonably satisfactory to it, shall issue or cause to be issued to such Holder a replacement cheque for the amount of such cheque. Notwithstanding the foregoing, the Issuer, at its option, may cause the amount payable in respect of interest to be paid to a Holder by wire or other electronic transfer to an account maintained by such Holder or in any other manner acceptable to the Debenture Agent Trustee. If payment of interest is made by cheque, the Issuer shall transfer funds to the Trustee at the close of business on the fifth least four Business Day Days prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, in order that such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due the applicable Interest Payment Date, and if payment is made by in any other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders)manner, such payment shall be made in a manner whereby the holder recipient receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, prior to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided aboveapplicable Interest Payment Date.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by otherwise provided in Section 2.4(c), Article 5 10 or specified in a resolution of the Directorsdirectors of the Manager or the Corporation, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.16(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment (less applicable withholding tax, if any) to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(c), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Advantage Oil & Gas Ltd.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in subsection 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of DebenturesCertificate:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in subsection 2.5(3), on conversion or on redemptionprepayment pursuant to Section 4.1, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds or send cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to DebenturesDebt Securities, except as permitted by Article 5 or otherwise specified in a resolution of the DirectorsBoard Resolution, an Officer’s Officers’ Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of DebenturesDebt Securities:
2.14.1 (a) As interest becomes due on each Debenture fully registered Debt Security (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) Debt Security), the CorporationTrust, either directly or through the Debenture Agent Indenture Trustee or any agent of the Debenture AgentIndenture Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentIndenture Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture Debt Security appearing on the registers maintained by the Debenture Agent Indenture Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Indenture Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture Debt Security becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureDebt Security, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Debt Security in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Indenture Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Indenture Trustee, at least one Business Day prior to each Interest Payment Date or to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Trust shall deliver sufficient funds to the Indenture Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Indenture Trustee and the Trust in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if (b) If a series of Debentures Debt Securities or any portion thereof is represented by a Global DebentureDebt Security, then all payments of interest on the Global Debenture Debt Security shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders Debtholders of the applicable interests in the applicable that Global DebentureDebt Security, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Indenture Trustee or any agent of the Debenture Agent Indenture Trustee for any Debenture Debt Security issued as a Global Debenture Debt Security will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Debt Security or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) Notwithstanding the foregoing, (i) all payments in excess of $25 million (or such other amount as determined from time to time by the Canadian Payments Association or any sucessor thereto shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, the Trust shall remit payment to the Indenture Trustee by LVTS. The Indenture Trustee shall have no obligation to disburse funds pursuant to this Section 2.15(a) unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Indenture Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) or specified elsewhere in a resolution of the Directors, an Officer’s Certificate this Indenture or a supplemental indenture relating to a particular series of the Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly (which shall be confirmed by the Corporation by Officer’s Certificate pursuant to Section 2.3(c)), or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque by prepaid ordinary mail, wire, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, in accordance with those wire or other payment instructions provided by the applicable Debentureholder to the Corporation and the Trustee in writing from time to time, and, if applicable, deliver the Shares, pursuant to Section 2.3(c), in payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee as at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directsdirects in writing to the Trustee in advance. If cash payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (means, such as wire or electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the Interest Payment Date. If payment is made through the Trustee, at least on or before 11:00 am (Vancouver time) one Business Day prior to each Interest Payment Date or prior to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by wire transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest on payment hereunder. The Trustee shall disburse such Debenture becomes dueinterest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding (b) The Trustee shall have no obligation to disburse funds pursuant to this Section 2.14.12.10 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Trustee shall, if a series any funds are received by it in the form of Debentures is represented by a Global Debentureuncertified cheques, then all payments be entitled to delay the time for release of interest on the Global Debenture such funds until such uncertified cheques shall be made by electronic funds transfer or cheque made payable determined to have cleared the Depository or its nominee for subsequent payment to Beneficial Holders of interests in financial institution upon which the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestssame are drawn.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityDebenture, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as the Corporation may determine (and, if through the Trustee, as may be agreed to by the Debenture AgentTrustee), payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, and if through the Trustee, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or (or, if payment of interest is being made through the Debenture Agent Trustee, the Trustee) will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner the Corporation may determine (and, if through the Trustee, acceptable to the Debenture Agent Trustee, acting reasonably), with the same effect as though payment had been made in the manner provided above. Where the Corporation has determined that it, rather than the Trustee, shall make interest payments hereunder, the Corporation shall, within five Business Days, furnish to the Trustee evidence of payment to each holder having been made.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture Debentures shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Corporation, the Depository, and the Depository Trustee, if payment is to be made through the Trustee, otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to DebenturesNotes of each series, except as permitted by Article 5 or otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of Debentures:Notes (and, in the case of the 2019 Senior Secured Notes, Article 3):
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax Taxes required by law to be deducted or withheld therefrom) to the order Holders of the registered holder of such Debenture appearing record on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to Record Date immediately preceding the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directsDate. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a (b) So long as the Notes of any series or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise Trustee agree. None .
(c) Notwithstanding Sections 2.14(a) and 2.14(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.14(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following Subject to the provisions shall apply to Debenturesof Section 2.1(g), except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturityexcept, on conversion or on redemptionsubject to certain exceptions set forth herein including conversion, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) ), the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Record Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The Trustee shall only mail in advance of any Interest Payment Date if it is already in clear receipt of the funds which it is forwarding. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Company will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1. In respect of Uncertificated Debentures, if a series of Debentures is represented by a Global Debenture, then all payments of cash interest on the Global Debenture shall be made by electronic wire funds transfer or cheque transfers made payable payable: (i) to the Depository or its nominee nominee, unless the Company and CDS otherwise agree; or (ii) if the Company wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. on the Business Day prior to the Interest Payment Date for subsequent payment to the Depositary for payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agreeUncertificated Debenture via its participants. None of the CorporationCompany, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests. For greater certainty, it is acknowledged and agreed that under no circumstances will the Trustee be responsible for any tax withholding which may be required in connection with the Debentures. It is further acknowledged and agreed that any tax withholding in connection with the Uncertificated Debentures will be done by Participants of CDS, in accordance with their customary practices and procedures.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Poet Technologies Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in subsection 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in subsection 2.5(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.16(a), if a series of the Debentures is are represented by a Global DebentureCertificate or otherwise registered in the name of the Depository or its nominee, then all payments of interest on the Global Debenture shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Global Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a an Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by otherwise provided in Section 2.4(b) or in Article 5 10 of this Indenture or specified in a resolution of the Directorsdirectors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee and the Debentureholder, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each as soon as practicable following the date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-non receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-non receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. (b) None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests. Any paying agent with respect to the Debentures shall hold in trust for the benefit of the Debentureholders or the Trustee all sums held by such paying agent for the payment of interest on the Debentures, and shall give to the Trustee notice of any default by any obligor upon the Debentures in the making of any such payment.
Appears in 1 contract
Samples: Trust Indenture (MDC Partners Inc)
Payment of Interest. The following provisions shall apply to DebenturesNotes of each series, except as permitted by Article 5 or otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of Debentures:Notes (and, in the case of the Unit Notes or Coupon Notes, Article 3):
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest including any Additional Amounts (less any tax Taxes required by law to be deducted or withheld therefrom) to the order Holders of the registered holder of such Debenture appearing record on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to Record Date immediately preceding the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directsDate. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a (b) So long as the Notes of any series or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise Trustee agree. None .
(c) Notwithstanding Sections 2.14(a) and 2.14(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.14(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except Except as permitted by Article 5 may otherwise be provided herein (including in respect of the Initial Notes) or in any supplemental indenture in respect of any series of Notes or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series on behalf of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, on the date the Interest Obligation is payable under the Indenture the Corporation shall pay and satisfy the applicable Interest Obligation and:
(a) shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax Taxes required to be withheld therefromdeducted in accordance with Section 2.15) to the order of the registered holder of such Debenture Note appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable each Interest Payment Date Date, and if by cheque addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If Provided the Trustee is in receipt of funds from the Corporation prior to making any payment, if payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture Note becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt nonreceipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, including any interruption in mail service) from making payment of any interest due on each Debenture Note in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if (b) If a series of Debentures Notes is represented by a one or more Global DebentureNotes or Book Based Only Notes, then all payments of interest on the Global Debenture Notes or Book Based Only Notes shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global DebentureNote or Book Based Only Note, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture Note issued as a Global Debenture Note or Book Based Only Note will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Note or Book Based Only Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) If payment is made through the Trustee, by 9:00 a.m. (Vancouver time) at least five Business Days prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect payment of such applicable Interest Obligation hereunder.
(d) The Trustee is authorized by the Corporation to make payments of interest, premium (if any) and principal to holders, by electronic funds transfer, upon the request of such holder and the Trustee's fees payable in respect thereof will be for the account of the Corporation.
Appears in 1 contract
Samples: Secured Note Indenture (Joway Health Industries Group Inc)
Payment of Interest. The following provisions shall apply to DebenturesNotes of each series, except as permitted by Article 5 or otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of Debentures:Notes (and, in the case of the Series A Second Lien Notes, Article 3 and the Series B Second Lien Notes, Article 4):
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax Taxes required by law to be deducted or withheld therefrom) to the order Holders of the registered holder of such Debenture appearing record on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to Record Date immediately preceding the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directsDate. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a (b) So long as the Notes of any series or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise Trustee agree. None .
(c) Notwithstanding Sections 2.14(a) and 2.14(b), all payments in excess of U.S.$25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.14(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or otherwise specified in a resolution of the Directorsdirectors of the Administrator on behalf of the Trust, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation Trust or the Debenture Agent Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1the preceding subsection, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to DebenturesNotes of each series, except as permitted by Article 5 or otherwise specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture Supplemental Indenture relating to a particular series of Debentures:Notes (and, in the case of the 2029 Notes, Article 3):
2.14.1 (a) As interest becomes due on each Debenture Definitive Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest including any Additional Amounts (less any tax Taxes required by law to be deducted or withheld therefrom) to the order of the registered holder Holder of such Debenture appearing on the registers maintained by the Debenture Agent Note at the close of business on the fifth Business Day Record Date prior to the applicable Interest Payment Date and addressed to the holder Holder at the holderHolder’s last address appearing on the registerregister (or in the case of joint Holders, to such address of one of the joint Holders), unless such holder Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date for a Note or to the date of mailing the cheques for the interest due on such Interest Payment Date for such Note, whichever is earlier, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a (b) So long as the Notes of any series or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 11:00 a.m. (Toronto time) at least one Business Day prior to the related Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee Trustee for subsequent payment to the Depository on behalf of the Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise Trustee agree. None .
(c) Notwithstanding Sections 2.15(a) and 2.15(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. Neither the Trustee nor Paying Agent, as applicable, shall have any obligation to disburse funds in respect of any Note pursuant to Section 2.15(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(4) or: (i) with respect to minor administrative matters or typographical errors, as specified in a resolution of the Board of Directors, an Officer’s Certificate Certificate, or (ii) as otherwise specified in a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(4), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(1)(a), if a series of the Debentures is are represented by a Global DebentureDebenture or otherwise registered in the name of CDS or its nominee, then all payments of interest on the such Global Debenture Debentures shall be made on such Interest Payment Date by electronic funds wire transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. If the Corporation wishes to have the Trustee act as interest paying agent, funds must be delivered to the Trustee no later than the Business Day prior to the day interest is payable to the Depository. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Siyata Mobile Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Subsection 2.4(c) with respect to the Initial Debentures or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall will send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall will be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall will be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shallwill, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require requires and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1Subsection 2.15(a), if a series of Debentures is represented represented, in whole or in part, by a Global Debenture, then all payments of interest on the Global Debenture shall must be made by electronic funds transfer or cheque made payable to the Depository Depositary or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation and the Depository Depositary otherwise agree. The Corporation will pay such funds to the Debenture Trustee on or before 11:00 a.m. (Montréal time) on the Business day immediately prior to the Interest Payment Date. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture (Boralex Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(c), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds one Business Day prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld and remitted to the appropriate governmental authority as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders Owners of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agree. On or before 11:00 a.m. (Calgary time) on the Business Day immediately prior to each Interest Payment Date for Uncertificated Debentures outstanding from time to time under this Indenture, the Corporation will deliver to the Trustee a certified cheque or wire transfer in an amount sufficient to pay the cash amount payable in respect of interest on such Uncertificated Debentures on such Interest Payment Date, provided the Corporation may elect to satisfy this requirement by providing the Trustee with a cheque for such amounts required under this Section 2.14(b) post-dated to the applicable Interest Payment Date. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of the Corporation, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth seventh Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1, 2.15,(a) if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture representing such Debentures shall be made by certified cheque, bank draft or electronic transfer of funds transfer or cheque made payable to the Depository or its nominee for subsequent payment by the Depository to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation and the Depository otherwise agree. None Provided the Corporation has made the payment of amounts due on maturity of the Global Debentures to the Depository as contemplated herein, none of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. (a) The following provisions shall apply to Debenturesthe Notes, except as otherwise permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debenturesthis Indenture:
2.14.1 (i) As interest becomes due on each Debenture Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Company be paid upon surrender of such DebentureNote) the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds in the case of the Depository or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax Withholding Taxes required or permitted to be withheld therefrom) to the order of the registered holder Holder of such Debenture Note appearing on the registers register maintained by the Debenture Agent at the close of business Trustee on the fifth Business Day prior to the applicable Interest Payment Regular Record Date and addressed to the holder Holder at the holder’s Holder's last address appearing on the register, unless such holder Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax Withholding Tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentationNote. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation Company or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Note in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment (less any Withholding Taxes required or permitted to be withheld therefrom) in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (ii) Notwithstanding Section 2.14.12.18(a)(i), if a series of Debentures Note is represented by a Global DebentureNote, then all payments of interest on the Global Debenture Note shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment (less applicable Withholding Taxes, if any) to Beneficial Holders of interests in the applicable Global DebentureNote, unless the Corporation Company and the Depository otherwise agree. None of the CorporationCompany, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture Note issued as a Global Debenture Note will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation Corporation, either directly or through the Debenture Agent Trustee or any agent of the Trustee, will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. (1) The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.5(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. Toronto time on the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified otherwise provided in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:Section 2.2(c):
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation shall, on or before 11:00 a.m., Calgary time, on the fourth (4th) Business Day immediately prior to the applicable Interest Payment Date, deliver to the Debenture Trustee a certified cheque, bank draft or wire transfer in an amount sufficient to pay such interest as is payable in respect of such Debentures. Upon receipt of such interest payment from the Corporation, either directly or through the Debenture Agent or any agent Trustee, on behalf of the Debenture AgentCorporation, shall then send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date Trustee and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made to the holder by cheque, such cheque shall be forwarded at least three (3) Business Days prior to each date on which interest becomes due applicable Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or the Debenture Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation or the Debenture Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.11(a), if a series of the Debentures is are represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Transglobe Energy Corp)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or ARTICLE V or specified in a resolution of the Board of Directors, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except except, subject to certain exceptions set forth herein including in Section 2.4(c), at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.14(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Brigus Gold Corp.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As Accrued and unpaid interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture Agent, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque Loan shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means payable (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless i) in the case of payment by chequea Base Rate Loan, such cheque is not paid at par monthly in arrears on presentation. In the event first day of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control each calendar month (including, without limitation, any interruption interest payable with respect to a Base Rate Loan that was Converted to or Converted from a LIBOR Loan during such prior month), (ii) in mail servicethe case of a LIBOR Loan, in arrears on the last day of each Interest Period therefor, and, if such Interest Period is longer than three months, at each three-month anniversary of the first day of such Interest Period (including, without limitation, any interest payable with respect to a LIBOR Loan or any portion thereof that was Converted to or Converted from a Base Rate Loan during such prior month), and (iii) in the case of any Loan, in arrears upon the payment, prepayment or Continuation thereof (but only on the principal amount so paid, prepaid or Continued)on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) in the event of any repayment or prepayment of any Term Benchmark Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (ii) in the event of any conversion of any Term Benchmark Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. Interest payable at the Post-Default Rate shall be payable from making payment time to time on demand. Promptly after the determination of any interest due on each Debenture in the manner rate provided abovefor herein or any change therein, the Corporation may make payment of Agent shall give notice thereof to the Lenders to which such interest or make such interest available for payment in any other manner acceptable is payable and to the Debenture Borrower. All determinations by the Agent with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of an interest rate hereunder shall be conclusive and binding on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Lenders and the Depository otherwise agree. None of the CorporationBorrower for all purposes, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsabsent manifest error.
Appears in 1 contract
Samples: Term Loan Agreement (Piedmont Office Realty Trust, Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) or elsewhere in this Indenture or specified in a resolution of the DirectorsBoard Resolution, an Officer’s Certificate or a supplemental indenture relating to a particular series of the Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly (which shall be confirmed by the Corporation by Officer’s Certificate pursuant to Section 2.3(c)), or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque by prepaid ordinary mail, wire, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee and, if applicable, deliver the Shares, pursuant to Section 2.3(c), in payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee as at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directsdirects in writing to the Trustee in advance. If cash payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (means, such as wire or electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the Interest Payment Date. If payment is made through the Trustee, at least on or before 11:00 am (Vancouver time) one Business Day prior to each Interest Payment Date or prior to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by wire transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest on payment hereunder. The Trustee shall disburse such Debenture becomes dueinterest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1the foregoing, if a series of Debentures is represented by a Global Debenture, then all payments made to a Debentureholder that is a member of interest on the Global Debenture QRC Group or the WHSP Group shall be made by electronic wire transfer in immediately available funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in accordance with the applicable Global Debenturewire instructions attached hereto as Schedule “E”, unless or such wire instructions as such Debentureholder may direct the Corporation and the Depository otherwise agree. None of Trustee in writing from time to time.
(c) The Trustee shall have no obligation to disburse funds pursuant to this Section 2.10 unless it has received written confirmation satisfactory to it that the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date. The Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directors, an Officer’s a Certificate of the Company or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made or by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment forwarded at least three Business Days prior to each date on the date such which interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation Company or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being funded and indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.13(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer (wire) to the Debenture Trustee or any paying agent, or cheque made payable to the Depository or its nominee nominee, for subsequent payment (less applicable withholding taxes, if any) to Beneficial Holders of interests in that Global Debenture prior to the applicable Global Debentureday interest is payable, unless the Corporation Company and the Depository otherwise agreeagree (upon prior written notice to the Debenture Trustee and any such paying agent). If payment is made by the Company directly to the Depository, then the Company shall provide written confirmation of such payment to the Debenture Trustee immediately thereafter. None of the CorporationCompany, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests. All payments to be made by the Debenture Trustee are subject to Section 13.10 hereunder.
(c) Notwithstanding Section 2.13(a), the Company may, subject to regulatory approval, applicable law (including Applicable Securities Laws) and the terms of the Senior Indebtedness, elect (the “PIK Election”), in lieu of paying interest in cash, to satisfy all or any portion of its Interest Obligation payable on an Interest Payment Date by issuing to each Debentureholder appearing on the registers maintained by the Debenture Trustee at the close of business on the last Business Day prior to the applicable Interest Payment Date such principal amount of PIK Debentures equal to the amount of the Interest Obligation to be satisfied by the issuance of PIK Debentures (less any tax required by law to be deducted, if any), which amount will be rounded down to the nearest multiple of $100, and delivering to each Debentureholder, in the same manner as contemplated in Section 2.13(a) or 2.13(b), as applicable, with respect to the payment of interest, the certificate representing such PIK Debentures. No fractional PIK Debentures shall be delivered to the registered holders hereof upon a PIK Election to issue and deliver PIK Debentures in satisfaction of the Interest Obligation, however holders will receive a cash payment in respect of any fractional interest in PIK Debentures. The Company will make a PIK Election by delivering written notice (the “PIK Election Notice”) to the Debenture Trustee and the TSX, at least ten Business Days prior to the Interest Payment Date. The PIK Election Notice will include a calculation of the amount of the Interest Obligation due upon the Interest Payment Date and the principal amount of PIK Debentures to be issued and delivered to the Debentureholders in accordance with this Section 2.13(c).
(d) The PIK Debentures issued to the holders of the Debentures in accordance with Section 2.13(c) will be subject to the terms of the Indenture and unless otherwise specified in an indenture supplemental hereto, will have the same terms and conditions as the Debentures in respect of which the PIK Debentures are issued.
(e) Each Debentureholder agrees to advance to the Company an amount equal to the Interest Obligation to be satisfied by the issuance of the PIK Debentures (the “Advance”) and each Debentureholder and the Company agree that the delivery of the PIK Debentures to the Debenture Trustee in accordance with this Section 2.13 will satisfy and discharge the liability of the Company for any Interest Obligation payable on the applicable Interest Payment Date that is related to the delivery of such PIK Debentures and will satisfy the liability of the Debentureholder to make the Advance.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except Except as permitted by Article 5 or specified otherwise provided in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 As , as interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Friday Night be paid upon surrender of such Debenture) the CorporationFriday Night, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth seventh Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due (provided the Debenture Trustee must receive confirmation of receipt of funds prior to being able to release cheques to holders) and if payment is made by other means (such as electronic transfer the wire of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Friday Night will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-non- receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Friday Night is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Friday Night may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on . In the Global Debenture shall be made by electronic funds transfer event that deduction or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made withholding on account of beneficial interests in taxes is required by law or administrative practice by the relevant government authority, Friday Night will promptly notify the Debentureholders of such requirement and Friday Night shall co-operate with the Debentureholders with a view to determining the availability to Debentureholders of any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsreduced rate of withholding under the terms of a relevant tax treaty.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply (a) Subject to Debenturessubsections (b) and (c) below, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (and except at maturity, on conversion or on redemption, when interest may at the option of the Corporation shall be paid upon the surrender of any series of Notes for payment), the Corporation shall, at least three days prior to each Interest Payment Date in respect of such Debenture) the Corporationseries of Notes, either directly or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward cause to be sent by prepaid ordinary mail, electronic mail to each Holder a cheque or by other transfer of funds or by such other means as may be agreed to considered appropriate by the Debenture Agent, payment Trustee for the amount of such interest to be paid on the Interest Payment Date (less any tax Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date Holder and addressed to the holder it at the holder’s its last address or account, as the case may be, appearing on the register, unless such holder the Holder otherwise directs. If payment is made by chequeIn the case of joint Holders, the cheque or other such cheque transfer of funds shall be forwarded payable or issued to the order of all such joint Holders and addressed to them at least three Business Days prior to each date the last address or account appearing on which interest becomes due and if payment is made by the register, as the case may be, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other means (such as electronic transfer of funds, provided as the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders)case may be, such payment shall be made in a manner whereby mailed or delivered, as the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shallcase may be, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentationfirst address or account so appearing. In the event of non-receipt by the Holder of any cheque or funds for or other payment of interest by the person to whom it is so sent as aforesaidinterest, the Corporation or will cause to be issued to the Debenture Agent will issue to such person Holder a replacement cheque or other payment such replacement transfer of funds for a like amount upon being furnished with such evidence of non-receipt as it and the Trustee shall reasonably require and upon the Corporation and the Trustee being indemnified to its satisfaction, acting reasonably. Notwithstanding Concurrent with the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment mailing of any interest due on such funds to each Debenture in the manner provided aboveHolder, the Corporation shall provide evidence of such payment to the Trustee.
(b) The Corporation may make extend the payment of such interest by extending the Interest Payment Date in accordance with section 2.4 and shall be deemed to so defer whenever it fails to pay interest under subsection (a) or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided above(c).
2.14.2 Notwithstanding Section 2.14.1(c) The Corporation may, if in its discretion, elect to pay any interest, including Deferred Interest, by making a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests Share Payment Election in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsaccordance with section 2.6.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.2(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds by wire at least three Business Days in advance prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Secured Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(3), on conversion or on redemptionconversion, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture Uncertificated Debentures held in CDS shall be made by electronic funds transfer or cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. Toronto time on the Business Day prior to the day interest is payable for subsequent payment to the Depository. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture held in CDS will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture held in CDS or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except (a) Except as permitted by Article 5 may otherwise be provided herein or in any supplemental indenture or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series on behalf of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, on the date the Interest Obligation is payable under the Indenture the Corporation shall pay and satisfy the applicable Interest Obligation and:
(i) shall, either through the Trustee or any agent of the Trustee, send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax taxes required to be withheld therefromdeducted in accordance with Section 2.12) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth last Business Day prior to preceding the month of the applicable Interest Payment Date Date, and if by cheque addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If Provided the Trustee is in receipt of funds from the Corporation prior to making any payment, if payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of (ii) If the Debentures is are represented by a one or more Global DebentureDebentures or NCI System Debentures, then all payments of interest on the Global Debenture Debentures or NCI System Debentures shall be made by electronic funds transfer transfer, certified cheque or cheque other means acceptable to the Trustee made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture or NCI System Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture or NCI System Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or NCI System Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(iii) If payment is made through the Trustee, by 9:00 a.m. (Toronto time) at least four Business Days prior to the related Interest Payment Date for a Debenture, the Corporation shall deliver sufficient funds to the Trustee by electronic transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest payment hereunder.
(iv) The Trustee is authorized by the Corporation to make payments of interest, premium (if any) and principal to holders, by electronic funds transfer, upon the request of such holder and the Trustee’s fees payable in respect thereof will be for the account of the Corporation.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.2(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds by wire at least three Business Days in advance prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree . None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Secured Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in subsection 2.4(b) or specified in a resolution of the Directors, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax other than withholding tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1subsection 2.14(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 As (a) Subject to the terms of the applicable series of Debentures, as interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemptionconversion, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to record date set forth for the relevant series of Debentures in respect of the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. On or prior to 11:00 a.m. Eastern time on the Business Day prior to the earlier of: (i) any Interest Payment Date, or the day cheques are required to be mailed in accordance with this Section 2.15, the Corporation shall deposit with the Trustee money sufficient to pay the full amount due on the relevant Interest Payment Date.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest in cash on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as otherwise provided in Subsection 2.4(c) with respect to the Initial Debentures, as permitted by Article 5 10 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation REIT be paid upon surrender of such Debenture) the CorporationREIT, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall will send or forward by prepaid ordinary mail, electronic transfer of funds funds, or such other means as may be agreed acceptable to by the Debenture Agentparties, payment of such interest (less any tax required to be withheld therefromapplicable withholding taxes, if any) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall will be forwarded at least three Business Days prior to each date on which interest becomes due (and, if such cheque is to be mailed by the Debenture Trustee, the REIT will deliver to the Debenture Trustee the amount required to be paid by the Debenture Trustee one Business Day prior to the date on which the Debenture Trustee is required to mail such cheque) and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must Trustee will receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall will be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shallwill, to the extent of the sum represented thereby, plus the amount of any tax withheld or deducted as aforesaidaforesaid and remitted to the proper tax authority, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation REIT or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like the amount upon being furnished with such evidence of non-receipt as it shall reasonably require requires and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation REIT is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation REIT may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1Subsection 2.15(a), if a series of Debentures is represented represented, in whole or in part, by a Global Debenture or Book-Based Only Debenture, then all payments of interest (less applicable withholding taxes, if any) on the Global Debenture shall or Book-Based Only Debenture will be made by electronic funds transfer transfer, or cheque made payable cheque, to the Depository Depositary or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture or Book-Based Only Debenture, unless the Corporation REIT and the Depository Depositary otherwise agree. The REIT will pay such funds to the Debenture Trustee on or before 9:00 a.m. (Vancouver time) on the Business day immediately prior to the applicable Interest Payment Date. None of the CorporationREIT, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture or Book- Based Only Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or Book-Based Only Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions provision shall apply to Debentures, except as permitted by Article 5 or otherwise specified in Section 2.4(b) a resolution of the Directorsdirectors of the Corporation, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest on the Debentures becomes due on each Debenture (except interest payable at maturity, on conversion conversion, or on redemption, when interest may which may, at the option of the Corporation Corporation, be paid upon presentation and surrender of such DebentureDebentures) the Corporation, either directly or through the Debenture Agent Trustee or any an agent of the Debenture AgentTrustee, at least three (3) days prior to each date on which interest on such Debentures becomes due, shall send forward or forward cause to be forwarded by prepaid ordinary mailpost, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, to the registered holders of Debentures appearing on the registers maintained by the Trustee as of the close of business on the tenth Business Day prior to the applicable Interest Payment Date, a cheque for or other payment of such interest (less any tax required by law to be withheld therefromdeducted) payable to the order of the registered holder of such Debenture Debentureholders at their last known addresses appearing on the registers maintained by appropriate register hereinbefore mentioned, or in the Debenture Agent at the close case of business on the fifth Business Day prior joint holders, to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing one whose name appears first on the such register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueDebentureholder directs otherwise. The mailing forwarding of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureDebentures, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1. If payment of an interest Obligation is made through the Trustee, if a series at least one Business Day prior to each Interest Payment Date or the date of Debentures mailing the cheques for the interest due on an Interest Payment Date, whichever is represented by a Global Debentureearlier, then all payments of interest on the Global Debenture Corporation shall be made deliver sufficient funds to the Trustee by electronic funds transfer or certified cheque made payable to or make such other arrangements for the Depository or its nominee for subsequent payment to Beneficial Holders provision of interests in funds as may be agreeable between the applicable Global Debenture, unless Trustee and the Corporation and in order to effect such payment. The Debenture Trustee shall disburse such payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the Depository otherwise agree. None payment of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsinterest Obligation.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) or elsewhere in this Indenture or specified in a resolution of the DirectorsBoard Resolution, an Officer’s Certificate or a supplemental indenture relating to a particular series of the Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly (which shall be confirmed by the Corporation by Officer’s Certificate pursuant to Section 2.3(c)), or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque by prepaid ordinary mail, wire, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee and the delivery of the Shares pursuant to Section 2.3(c), payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee and the delivery at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directsdirects in writing to the Trustee in advance. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (such as wire or electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire electronically transfer funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, at least on or before 11:00 am (Vancouver time) one Business Day prior to each Interest Payment Date or prior to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by wire or electronic transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest payment hereunder. The Trustee shall disburse such interest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment.
2.14.2 (b) Notwithstanding Section 2.14.1the foregoing, if a series of Debentures is represented by a Global Debenture, then all payments in excess of interest on C$25 million to a Debentureholder (or such other amount as determined from time to time by the Global Debenture Canadian Payments Association or any successor thereto) shall be made by electronic the use of the LVTS.
(c) The Trustee shall have no obligation to disburse funds transfer or cheque made pursuant to this Section 2.10 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to the Depository or its nominee for subsequent payment to Beneficial Holders of interests such Interest Payment Date. The Trustee shall, if any funds are received by it in the applicable Global Debentureform of uncertified cheques, unless be entitled to delay the Corporation and time for release of such funds until such uncertified cheques shall be determined to have cleared the Depository otherwise agree. None of financial institution upon which the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestssame are drawn.
Appears in 1 contract
Samples: Trust Indenture (NexGen Energy Ltd.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of SEL, on behalf of the Trust, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall shall, reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic transfer of funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. (1) The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(3) with respect to the Initial Debentures or specified in a resolution of the DirectorsManagers, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(3), on conversion or on redemption, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) ), the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Company will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise specified in Section 2.4 or specified in a resolution of the Directorsdirectors, an Officer’s Officers' Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Indenture Trustee or any agent of the Debenture AgentIndenture Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentIndenture Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Indenture Trustee at the close of business on the fifth last Business Day prior to of the month preceding the month of the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, cheque such cheque shall be forwarded at least three one Business Days Day prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Indenture Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureDebenture for the applicable period, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Indenture Trustee with the same effect as though payment had been made in the manner provided above. For greater certainty, the Indenture Trustee will only make payment when fully funded by the Corporation.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debentureone or more global Debentures, then all payments of interest on the Global Debenture global Debentures shall be made on or before the Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee by 10:00 a.m. (Calgary time) for subsequent payment to Beneficial Holders holders of interests in the applicable Global that global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Indenture Trustee or any agent of the Debenture Agent Indenture Trustee for any Debenture issued as a Global global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests. For greater certainty, the Indenture Trustee will only make payment when fully funded by the Corporation.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in any supplemental indenture in respect of any series of Debentures or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein or in any supplemental indenture in respect of any series of Debentures, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture Uncertificated Debentures shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture (Canopy Growth Corp)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation shall, on or before 11:00 a.m., Calgary time, on the fourth Business Day immediately prior to the applicable Interest Payment Date, deliver to the Debenture Trustee a certified cheque, bank draft or wire transfer in an amount sufficient to pay such interest as is payable in respect of such Debentures. Upon receipt of such interest payment from the Corporation, either directly or through the Debenture Agent or any agent Trustee, on behalf of the Debenture AgentCorporation, shall then send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date Trustee and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made to the holder by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due applicable Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or the Debenture Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation or the Debenture Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of APF Energy, on behalf of the Trust, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise specified in Sections 2.4, 2.5 or specified 2.6 or in a resolution of the Directorsdirectors, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Indenture Trustee or any agent of the Debenture AgentIndenture Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentIndenture Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Indenture Trustee at the close of business on the fifth last Business Day prior to of the month preceding the month of the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, cheque such cheque shall be forwarded at least three Business Days prior to each on the date on which interest becomes due (and, for greater certainty, notwithstanding that the cheque may not be received by the Debentureholder until after the date on which interest becomes due, the Debentureholder shall not be entitled to interest or other payment in respect of such delay) and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Indenture Trustee with the same effect as though payment had been made in the manner provided above.above.
2.14.2 (b) Notwithstanding Section 2.14.12.18(a), if a series of Debentures is represented by a Global Debentureone or more global Debentures, then all payments of interest on the Global Debenture global Debentures shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders holders of interests in the applicable Global that global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Indenture Trustee or any agent of the Debenture Agent Indenture Trustee for any Debenture issued as a Global global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, on conversion or on redemption, subject to certain exceptions set forth herein including in Section 2.5(3) when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required by law to be withheld therefromdeducted or withheld) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds), provided that for any payment to be made by the Debenture Agent Trustee, it must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld or deducted as aforesaidaforesaid (provided that such taxes which were deducted or withheld were permitted to the appropriate governmental authority in accordance with prescribed law), satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.3(a) or elsewhere in this Indenture or specified in a resolution of the DirectorsBoard Resolution, an Officer’s Certificate or a supplemental indenture relating to a particular series of the Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except on conversion, at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly (which shall be confirmed by the Corporation by Officer's Certificate pursuant to Section 2.3(c)), or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque by prepaid ordinary mail, wire, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee and the delivery of the Shares pursuant to Section 2.3(c), payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee and the delivery at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or in the case of joint holders, to such address of one of the joint holders), unless such holder otherwise directsdirects in writing to the Trustee in advance. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due the Interest Payment Date and if payment is made by other means (such as wire or electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire electronically transfer funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-non- receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, at least on or before 11:00 am (Vancouver time) one Business Day prior to each Interest Payment Date or prior to the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by wire or electronic transfer or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest payment hereunder. The Trustee shall disburse such interest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment.
2.14.2 (b) Notwithstanding Section 2.14.1the foregoing, if a series of Debentures is represented by a Global Debenture, then all payments in excess of interest on C$25 million to a Debentureholder (or such other amount as determined from time to time by the Global Debenture Canadian Payments Association or any successor thereto) shall be made by electronic the use of the LVTS.
(c) The Trustee shall have no obligation to disburse funds transfer or cheque made pursuant to this Section 2.10 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to the Depository or its nominee for subsequent payment to Beneficial Holders of interests such Interest Payment Date. The Trustee shall, if any funds are received by it in the applicable Global Debentureform of uncertified cheques, unless be entitled to delay the Corporation and time for release of such funds until such uncertified cheques shall be determined to have cleared the Depository otherwise agree. None of financial institution upon which the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestssame are drawn.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. (1) The following provisions shall apply to DebenturesNotes, except as permitted by Article 5 or otherwise provided in Section 2.2(3), specified in a resolution of the Board of Directors, or an Officer’s Certificate or a supplemental indenture relating to a particular series of DebenturesCertificate:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemptionset forth herein in Section 2.2(3), when interest may at the option of the Corporation shall be paid or satisfied, as applicable, upon surrender of such Debenture) Note, the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall shall: (i) if paying cash, send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture Note appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs; or (ii) if issuing Conversion Shares, delivering such Common Shares to the Trustee, on behalf of the applicable Noteholders, in accordance with Section 2.11. If any payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture Note becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment or satisfaction, as applicable, of any interest due on each Debenture Note in the manner provided above, the Corporation may make payment of or satisfy, as applicable, such interest or make such interest available for payment or satisfaction, as applicable, in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest in cash on the Global Debenture Uncertificated Note shall be made by electronic funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global DebentureUncertificated Note, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. (Calgary time) on the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Note. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture Note issued as a Global Debenture an Uncertificated Note will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Uncertificated Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture (Sundial Growers Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.agree or
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.2(c), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds by wire at least three Business Days in advance prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all . All payments of interest on the Global Debenture Uncertificated Debentures shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Secured Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Corporation, the Trustee and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Crailar Technologies Inc)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or elsewhere in this Indenture or specified in a resolution of the Directorstrustees of the REIT, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation REIT be paid upon surrender of such Debenture) the CorporationREIT, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds (if agreed by the Debentureholder) or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax taxes required to be withheld therefromwithheld) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to 15th day of the month in which the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing occurs (or, if such 15th day is not a Business Day, on the registerfirst Business Day following such 15th day) such dates being June 15 and December 15 in respect of the Initial Debentures (each a “Record Date”), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded dated the Interest Payment Date and mailed on or before the 5th Business Day preceding the applicable Interest Payment Date to the address of the holder appearing in the register maintained by the Trustee at least three Business Days prior to each date the close of business on which interest becomes due and if the Record Date. If payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld therefrom as aforesaid, satisfy and discharge all liability for interest then due on such Debenture, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent REIT will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-non- receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation REIT is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation REIT may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.14(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest (less any taxes required to be withheld) on the Global Debenture shall be made by electronic funds transfer or cheque made payable on such Interest Payment Date to the Depository or its nominee for subsequent payment to Beneficial Holders holders of interests in the applicable that Global Debenture, unless the Corporation REIT and the Depository otherwise agree. None of the CorporationREIT, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) Notwithstanding Section 2.14(a), if definitive Debentures are issued instead of or in place of Global Debentures, payments of interest (less any taxes required to be withheld) on each definitive Debenture will be made by electronic funds transfer, if agreed to by the holder of the definitive Debenture or if required under any applicable payment clearing system rules, or by cheque dated the Interest Payment Date and mailed at least five Business Days preceding the applicable Interest Payment Date to the address of the holder appearing in the register maintained by the registrar for the Debentures at the close of business on the Record Date. Payment of principal at maturity will be made at the principal office of the Trustee in the City of Toronto (or in such other city or cities as may from time to time be designated by the REIT) against surrender of the definitive Debentures, if any. If the due date for payment of any amount of principal or interest on any Definitive Debenture is not, at the place of payment, a Business Day such payment will be made on the next Business Day and the holder of such definitive Debenture shall not be entitled to any further interest or other payment in respect of such delay.
(d) The Trustee shall disburse such interest payments (less any taxes required to be withheld) to holders of Debentures and shall remit to the proper tax authorities within the period of time prescribed for this purpose under Applicable Law any taxes required to be withheld therefrom only upon receiving the required funds, and under no circumstances shall the Trustee be obligated to disburse amounts of money in excess of what it has received from the REIT.
(e) Not less than 24 hours prior to the Interest Payment Date (or not less than the 6th Business Day prior to the Interest Payment Date if payment of interest (less any taxes required to be withheld) is to be made by cheque), the REIT shall forward to the Trustee a Written Direction of the REIT specifying payments to be made. The Trustee shall not be responsible for calculating the amount of interest owing, but shall be entitled to rely absolutely on the Written Direction of the REIT specifying the payments to be made.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(3) or: (i) with respect to minor administrative matters or typographical errors, as specified in a resolution of the Board of Directors, an Officer’s Certificate Certificate, or (ii) as otherwise specified in a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(3), on conversion redemption or on redemptionretraction, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day Record Date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-non- receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. Within ten (10) Business Days prior to each applicable Interest Payment Date, the Corporation will deliver an Officer's Certificate to the Trustee confirming the Bank of Canada Overnight Rate and/or U.S. Federal Funds Rate in effect for the purposes of determining the amount of interest payable on such Interest Payment Date.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of the Debentures is are represented by a Global DebentureDebenture or otherwise registered in the name of CDS or its nominee, then all payments of interest on the such Global Debenture Debentures shall be made on such Interest Payment Date by electronic funds wire transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. If the Corporation wishes to have the Trustee act as interest paying agent, funds must be delivered to the Trustee no later than the Business Day prior to the day interest is payable to the Depositary. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in subsection 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in subsection 2.5(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required by law to be withheld therefromdeducted or withheld) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date payment date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds), provided that for any payment to be made by the Debenture Agent Trustee, it must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Trustee for payment to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in by 10:00 a.m. MST on the applicable Global Debenture, unless Business Day before the Corporation and the Depository otherwise agreeday interest is payable. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply (a) Subject to Debenturesparagraphs (b) and (c) below, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture and (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation shall be paid upon the surrender of any series of Notes for payment), the Company shall, at least three days prior to each Interest Payment Date in respect of such Debenture) the Corporationseries of Notes, either directly or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward cause to be sent by prepaid ordinary mail, electronic mail to each Holder on the Interest Accrual Date corresponding to such Interest Payment Date a cheque or by other transfer of funds or by such other means as may be agreed to considered appropriate by the Debenture Agent, payment Trustee for the amount of such interest to be paid on the Interest Payment Date (less any tax Canadian Taxes required by law to be withheld or deducted therefrom) payable to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date Holder and addressed to the holder it at the holder’s its last address or account, as the case may be, appearing on the register, unless such holder the Holder otherwise directs. If payment is made by chequeIn the case of joint Holders, the cheque or other such cheque transfer of funds shall be forwarded payable or issued to the order of all such joint Holders and addressed to them at least three Business Days prior to each date the last address or account appearing on which interest becomes due and if payment is made by the register, as the case may be, unless such joint Holders otherwise direct. If more than one address or account appears on the register in respect of such joint Holders, the cheque or other means (such as electronic transfer of funds, provided as the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders)case may be, such payment shall be made in a manner whereby mailed or delivered, as the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shallcase may be, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentationfirst address or account so appearing. In the event of non-receipt by the Holder of any cheque or funds for or other payment of interest by the person to whom it is so sent as aforesaidinterest, the Corporation or Company will cause to be issued to the Debenture Agent will issue to such person Holder a replacement cheque or other payment such replacement transfer of funds for a like amount upon being furnished with such evidence of non-receipt as it and the Trustee shall reasonably require and upon the Company and the Trustee being indemnified to its satisfaction. Notwithstanding , acting reasonably.
(b) The Company may extend the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture by extending the Interest Payment Date in the manner provided above, the Corporation may make payment of such accordance with Section 2.4 and shall be deemed to so defer whenever it fails to pay interest under paragraph (a) or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided above(c).
2.14.2 Notwithstanding (c) The Company may, in its discretion, elect to pay any interest, including Deferred Interest, by making a Share Payment Election in accordance with Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests2.6.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except Except as permitted by Article 5 or specified otherwise provided in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 As , as interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Friday Night be paid upon surrender of such Debenture) the CorporationFriday Night, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth seventh Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by chequecheque or certificates representing Common Shares (as contemplated by Section 2.4(f) hereof), such cheque or share certificates, as applicable, shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer the wire of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or share certificates or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Friday Night will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Friday Night is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Friday Night may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on . In the Global Debenture shall be made by electronic funds transfer event that deduction or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made withholding on account of beneficial interests in taxes is required by law or administrative practice by the relevant government authority, Friday Night will promptly notify the Debentureholders of such requirement and Friday Night shall co-operate with the Debentureholders with a view to determining the availability to Debentureholders of any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsreduced rate of withholding under the terms of a relevant tax treaty.”
Appears in 1 contract
Samples: Supplemental Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4.3 or: (i) with respect to minor administrative matters or typographical errors, as specified in a resolution of the Board of Directors, an Officer’s Certificate Certificate, or (ii) as otherwise specified in a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4.3, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required by law to be deducted or withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three one Business Days Day prior to each date on which interest becomes due the Interest Payment Date, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire forward funds or cheques to holders), holders and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. For greater certainty, the Corporation shall on or before 11:00 am (Eastern Time) not less than three Business Days immediately prior to each interest Payment Date deliver to the Trustee by a certified cheque or wire transfer in immediately available funds an amount sufficient to pay the interest payable on the Debentures. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation Corporation, or the Debenture Agent Trustee on its behalf, will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall they both may reasonably require and upon being indemnified to its their satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of the Debentures is are represented by a Global DebentureDebenture or otherwise registered in the name of CDS or its nominee, then all payments of interest on the such Global Debenture Debentures shall be made on such Interest Payment Date by electronic funds wire transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. If the Corporation wishes to have the Trustee act as interest paying agent, funds must be delivered to the Trustee no later than three Business Days prior to the day interest is payable to the Depository. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in subsection 2.5(3) or specified in a resolution of the Board of Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of DebenturesCertificate:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, on conversion subject to certain exceptions set forth herein including in subsection 2.5(3), or on redemptionprepayment pursuant to Section 4.1, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic wire transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day record date prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds or send cheques to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic wire funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 As (a) Subject to the terms of the applicable series of Debentures, as interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to record date set forth for the relevant series of Debentures in respect of the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. On or prior to 11:00 a.m. Eastern time on the Business Day prior to the earlier of: (i) any Interest Payment Date, or (ii) the day cheques are required to be mailed in accordance with this Section 2.15, the Corporation shall deposit with the Trustee money sufficient to pay the full amount due on the relevant Interest Payment Date.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest in cash on the Global Debenture Uncertificated Debentures shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global DebentureUncertificated Debentures, unless the Corporation and the Depository otherwise agree. None .
(c) Notwithstanding the foregoing, the Corporation shall have the right, at its option, to elect to satisfy all or a portion of its interest payment obligation by delivering to the holders of Initial Debentures, on the relevant Interest Payment Date, that number of Freely Tradeable Common Shares obtained by dividing the relevant interest payment amount by the 20-trading day VWAP of the CorporationCommon Shares ending on the fifth trading day preceding the Interest Payment Date. No fractional Common Shares will be issued and any fraction of a Common Share that would otherwise be issued will be rounded down to the nearest whole number. If payment is made by Common Share certificate(s), such certificate(s) shall be forwarded at least three days prior to each date on which interest becomes due and if payment is made by electronic transfer of Common Shares, such payment shall be made in a manner whereby the holder receives the Common Shares on the date such interest on such Debenture becomes due. The mailing of such Common Shares certificate(s) or the issuance of such Common Shares by electronic means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture. In the event of non receipt of Common Share certificate(s) or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation will issue to such person a replacement Common Share certificate or other payment for a like amount upon being furnished with such evidence of non- receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Agent in the manner provided above, the Corporation may make payment of such interest or any agent of the Debenture Agent make such interest available for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests payment in any Global Debenture other manner acceptable to the Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above. On or for maintaining, reviewingprior to 11:00 a.m. Eastern time on the Business Day prior to the earlier of: (i) any Interest Payment Date, or supervising any records relating (ii) the day Common Share certificate(s) are required to be mailed in accordance with this Section 2.15, the Corporation shall deposit with the Trustee such beneficial interestsnumber of Common Shares sufficient to pay the full amount due on the relevant Interest Payment Date.
Appears in 1 contract
Samples: Debenture Indenture
Payment of Interest. The following provisions shall apply to the Debentures, except as otherwise provided in Section 2.4(b) or permitted by Article 5 and Article 10 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation shall be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward a cheque dated the Interest Payment Date by prepaid ordinary mail, or if agreed to by the Debentureholders, electronic transfer of funds funds, or such other means as may be agreed to by the Debenture AgentTrustee and the Debentureholders, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaidaforesaid and remitted to the appropriate governmental authority, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-non- receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.14(a), if a series of Debentures is represented by a one or more Global DebentureDebentures, then all payments of interest on the Global Debenture Debentures shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest including any Additional Amounts (less any tax taxes required by law to be deducted or withheld therefrom) to the order of the registered holder Holder of such Debenture appearing on the registers maintained by the Debenture Agent Note at the close of business on the fifth Business Day Record Date prior to the applicable Interest Payment Date and addressed to the holder Holder at the holderHolder’s last address appearing on the registerregister (or in the case of joint Holders, to such address of one of the joint Holders), unless such holder Holder otherwise directs. Simultaneously with such payment to a Holder, the Issuer shall provide the Trustee with prompt written notice thereof in accordance with Section 14.3 herein confirming such payment. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer on the applicable Interest Payment Date, or on the date of mailing the certified cheques for the interest due on such Interest Payment Date, in each case by 9:00 a.m. (Toronto time) or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a series (b) So long as the Notes or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 9:00 a.m. (Toronto time) on the applicable Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise agree. None agree.
(c) The Trustee or Paying Agent, as applicable, shall have no obligation to disburse funds in respect of any Note pursuant to Section 2.18(a) unless it has received written confirmation satisfactory to it that the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(b), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except (1) Except as permitted by Article 5 otherwise provided in Section 2.1(3) or specified in a resolution of the Directors, Board of Directors or an Officer’s Certificate or a supplemental indenture relating Certificate, and subject to a particular series of Debentures:
2.14.1 As Section 2.2, as interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.1(3), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth date that is five (5) Business Day Days prior to the each applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due due, and if payment is made by other means (such as electronic transfer of funds), provided the Debenture Agent Trustee must receive confirmation of receipt of funds by wire at least three Business Days in advance prior to being able to wire forward funds or cheques to holders), ) and such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. .
(2) The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture (HEXO Corp.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4(c), on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Debenture shall be made by electronic funds transfer or certified cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Anderson Energy LTD)
Payment of Interest. The following provisions shall apply to Debenturesthe Notes, except as permitted by Article 5 or specified otherwise provided in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:Section 2.2(b):
2.14.1 (a) As interest becomes due on each Debenture Note (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such DebentureNote) the Corporation, either directly or through the Debenture Agent Note Trustee or any agent of the Debenture AgentNote Trustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds funds, or such other means as may be agreed to by the Debenture AgentNote Trustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture Note appearing on the registers maintained by the Debenture Agent Note Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Note Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture Note becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such DebentureNote, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Note Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture Note in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Note Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.1(a), if a series of Debentures is the Notes are represented by a one or more Global DebentureNotes, then all payments of interest on the Global Debenture Notes shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global DebentureNote, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Note Trustee or any agent of the Debenture Agent Note Trustee for any Debenture Note issued as a Global Debenture Note will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture Note or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) The Corporation authorizes the Note Trustee to convert or cause to be converted through an agent or Affiliate, the United States dollar cash payment on account of interest, premium, if any, or principal payable to a Noteholder in respect of the Notes, into Canadian dollars, at the rate of conversion available to the Note Trustee on the date the funds are converted, if the Noteholder so provides a written direction to the Note Trustee requesting its receipt in Canadian dollars. By providing the written request, the Noteholder will have acknowledged and agreed that the exchange rate for one United States dollar expressed in Canadian dollars will be based on the exchange rate available to the Note Trustee on the date the funds are converted. Noteholders electing to have their payments paid in Canadian dollars will have further acknowledged and agreed that any change to the currency exchange rates of the United States or Canada will be at the sole risk of the Noteholder and the Corporation shall not be liable for any variation on the currency exchange rate.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(c) or specified in a resolution of the Board of Directors, an Officer’s Officers’ Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturityexcept, subject to certain exceptions set forth herein including in Section 2.4, on conversion or on redemptionconversion, when interest may at the option of the Corporation be paid upon surrender of such Debenture) ), the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee, acting reasonably, with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all (b) All payments of interest on the Global Uncertificated Debenture shall be made by electronic funds transfer or certified cheque made payable (i) to the Depository or its nominee on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Uncertificated Debenture, unless the Corporation and the Depository otherwise agreeagree or (ii) if the Corporation wishes to have the Trustee act as interest paying agent, to the Trustee by no later than 11:00 a.m. Montréal time on the Business Day prior to the day interest is payable for subsequent payment to Beneficial Holders of the applicable Uncertificated Debenture. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global an Uncertificated Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Uncertificated Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directors, an Officer’s a Certificate of the Company or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made or by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment forwarded at least three Business Days prior to each date on the date such which interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation Company or the Debenture Agent Trustee will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.13(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer to the Debenture Trustee or any paying agent, or cheque made payable to the Depository or its nominee nominee, for subsequent payment (less applicable withholding taxes, if any) to Beneficial Holders of interests in that Global Debenture prior to the applicable Global Debentureday interest is payable, unless the Corporation Company and the Depository otherwise agreeagree (upon prior written notice to the Debenture Trustee and any such paying agent). None of the CorporationCompany, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 (a) As interest becomes due on each Debenture fully registered Note (except at maturity, on conversion or on redemptionredemption thereof, when interest may at the option of the Corporation Issuer be paid upon surrender of such Debenture) Note), the CorporationIssuer, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest including any Additional Amounts (less any tax taxes required by law to be deducted or withheld therefrom) to the order of the registered holder Holder of such Debenture appearing on the registers maintained by the Debenture Agent Note at the close of business on the fifth Business Day Record Date prior to the applicable Interest Payment Date and addressed to the holder Holder at the holderHolder’s last address appearing on the registerregister (or in the case of joint Holders, to such address of one of the joint Holders), unless such holder Holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days two days prior to each date on which interest becomes due Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holdersHolders), such payment shall be made in a manner whereby the holder Holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax taxes deducted or withheld as aforesaid, satisfy and discharge all liability for interest including any Additional Amounts on such DebentureNote to such extent, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will Issuer shall issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Issuer is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture any Note in the manner provided above, the Corporation Issuer may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Trustee, the Issuer shall deliver sufficient funds to the Trustee by electronic transfer on the applicable Interest Payment Date, or on the date of mailing the certified cheques for the interest due on such Interest Payment Date, in each case by 9:00 a.m. (Toronto time), or make such other arrangements for the provision of funds as may be agreeable between the Trustee and the Issuer in order to effect such interest payment hereunder.
2.14.2 Notwithstanding Section 2.14.1, if a series (b) So long as the Notes or any portion thereof are issued in the form of Debentures is or represented by a Global DebentureNote, then all payments of interest on the such Global Debenture Note shall be made by 9:00 a.m. (Toronto time) on the applicable Interest Payment Date by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of the applicable interests in the applicable that Global DebentureNote, unless the Corporation Issuer and the Depository otherwise agree. None agree.
(c) Notwithstanding Sections 2.18(a) and 2.18(b), all payments in excess of $25,000,000 (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the CorporationLVTS. The Trustee or Paying Agent, as applicable, shall have no obligation to disburse funds in respect of any Note pursuant to Section 2.18(a) unless it has received written confirmation satisfactory to it that the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible funds have been deposited with it in sufficient amount to any person for any aspect of the records related to or payments made on account of beneficial interests pay in any Global Debenture or for maintaining, reviewing, or supervising any records relating full all amounts due and payable with respect to such beneficial interestsInterest Payment Date for such Note. The Trustee or Paying Agent, as applicable, shall, if it accepts any funds received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Samples: Trust Indenture
Payment of Interest. The following provisions shall apply to any series of Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b), Section 2.4(c), Section 2.4(d) or specified in a resolution of the Directorsdirectors of the Company, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemptionredemption or repurchase, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth third Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the registerregister (or, in the case of joint holders to the registered address of one of the joint holders), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Company will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made through the Debenture Trustee, at least one Business Day prior to each Interest Payment Date or the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Company shall deliver sufficient funds to the Debenture Trustee by electronic transfer or make such other arrangements for the provision of funds as may be agreeable between the Debenture Trustee and the Company in order to effect such interest payment hereunder. The Debenture Trustee shall disburse such interest payments only upon receiving, at least one Business Day prior to each such date, funds in an amount sufficient for the interest payment. Notwithstanding the foregoing, all payments in excess of $25 million in Canadian dollars (or such other amount as determined from time to time by the Canadian Payments Association) shall be made by the use of the LVTS. The Debenture Trustee shall have no obligation to disburse funds pursuant to this Section 2.15(a) until it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Debenture Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Company and the Depository otherwise agree. None of the CorporationCompany, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Trust Indenture (Canadian Satellite Radio Holdings Inc.)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified otherwise provided in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:Section 2.2(c):
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation shall, on or before 11:00 a.m., Calgary time, on the fourth (4th) Business Day immediately prior to the applicable Interest Payment Date, deliver to the Debenture Trustee a certified cheque, bank draft or wire transfer in an amount sufficient to pay such interest as is payable in respect of such Debentures. Upon receipt of such interest payment from the Corporation, either directly or through the Debenture Agent or any agent Trustee, on behalf of the Debenture AgentCorporation, shall then send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date Trustee and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made to the holder by cheque, such cheque shall be forwarded at least three (3) Business Days prior to each date on which interest becomes due applicable Interest Payment Date and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trustee will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation or the Debenture Trustee is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation or the Debenture Trustee may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture (Transglobe Energy Corp)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or specified in a resolution of the Directorsdirectors of SEL, on behalf of the Trust, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Trust be paid upon surrender of such Debenture) the CorporationTrust, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of its receipt of funds prior to being able required to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Trust will issue to such person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall shall, reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Trust is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Trust may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.15(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic transfer of funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable that Global Debenture, unless the Corporation Trust and the Depository otherwise agree. None of the CorporationTrust, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturityexcept, on conversion or on redemptionsubject to certain exceptions set forth herein including conversion, when interest may at the option of the Corporation Company be paid upon surrender of such Debenture) ), the CorporationCompany, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to the applicable Interest Payment Record Date and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes dueInterest Payment Date. The Trustee shall only mail in advance of any Interest Payment Date if it is already in clear receipt of the funds which it is forwarding. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent Company will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Company is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Company may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by otherwise provided in Section 2.4 or Article 5 or specified in a resolution of the Board of Directors, an Officer’s 's Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except except, subject to certain exceptions set forth herein including in Section 2.4, at maturity, on conversion or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds or such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefrom) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to 15th day of the month in which the applicable Interest Payment Date occurs (or, if such 15th day is not a Business Day, on the first Business Day prior to such 15th day) such dates being October 15 and April 15 in respect of the Initial Debentures and addressed to the holder at the holder’s 's last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded to the Debentureholder at least three Business Days days prior to each date on which interest becomes due and if payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent Trustee must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless in the case of payment by cheque, such cheque is not paid at par on presentation. The Corporation shall deliver to the Trustee, in immediately available funds, an amount sufficient to satisfy the interest payments payable hereunder (less any tax required to be withheld therefrom) on or before the third Business Day prior to the date on which such interest payments are payable to the Debentureholders under this Section 2.14. In the event of non-receipt of any cheque for or other payment of interest by the person Person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person Person a replacement cheque or other payment for a like amount upon being furnished with such evidence of non-receipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation Corporation, through the Trustee, is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation Corporation, through the Trustee, may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above.
2.14.2 (b) Notwithstanding Section 2.14.12.14(a), if a series of Debentures or any portion thereof is represented by a Global Debenture, then the delivery of all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable other means acceptable to the Depository or its nominee nominee, or where the Trustee is the interest payment agent made payable to the Trustee, in either case, by no later than 10:00 a.m. (Toronto time) on the day interest is payable for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation Corporation, through the Trustee, and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person Person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
Appears in 1 contract
Samples: Convertible Debenture Indenture
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 or specified in a resolution of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture the Instruments (except at maturity, on conversion or on redemption, when interest may payable at the option Note Maturity Date or Debenture Maturity Date, or upon conversion of the Corporation Debentures), the Company shall, within five (5) Business Days following each date on which interest on such Instruments becomes due, forward or cause to be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent or any agent of the Debenture Agent, shall send or forward forwarded by prepaid ordinary mailpost, electronic transfer to all Holders, at their respective addresses appearing on the applicable register of funds or such other means as may be agreed to by the Debenture Agentholders hereinafter mentioned, payment of a cheque for such interest (less any tax required by law to be withheld therefromdeducted) payable to the order of each such Holder at each of the registered holder places at which interest upon such Instruments is payable. The forwarding of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded at least three Business Days prior to each date on which interest becomes due satisfy and if payment is made by other means (such as electronic transfer of funds, provided discharge the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby liability for the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, Instruments to the extent of the sum sums represented thereby, thereby (plus the any amount of any tax withheld deducted as aforesaid, satisfy and discharge all liability for interest on such Debenture, ) unless in the case of payment by cheque, such cheque is shall not be paid at par on presentation. In ; provided that in the event of the non-receipt of any such cheque for or other payment of interest by the person to whom it is so sent as aforesaidHolder, or the loss or destruction thereof, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount Company, upon being furnished with such reasonable evidence of such non-receipt as it receipt, loss or destruction and indemnity reasonably satisfactory to it, shall reasonably require and upon being indemnified issue or cause to its satisfaction. Notwithstanding be issued to such holder a replacement cheque for the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment amount of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided above.
2.14.2 Notwithstanding Section 2.14.1, if a series of Debentures cheque. Interest which is represented by a Global Debenture, then all payments cheque which has not been presented to the drawee for payment or which otherwise remains unclaimed for a period of six (6) years from the date on which it became due shall be forfeited to the Company. Payments of interest on in accordance with the Global Debenture requirements of this Section 2.11 may be effected, in the sole discretion of the Company and with the consent of the relevant holder, by wire transfer or other means of payment as may be agreed by the Company and such Holder. All Notes or Debentures issued upon any registration of transfer or exchange of Notes, including pursuant to Section 2.6 hereof, shall be made by electronic funds the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debentureexchange. For greater certainty, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or all interest payments made on account of beneficial interests upon the principal amount outstanding from time to time under any Note shall be interest payments made upon the principal amount outstanding from time to time upon any and all Debentures issued in any Global Debenture or exchange for maintaining, reviewing, or supervising any records relating such Note pursuant to such beneficial interestsSection 2.6 hereof.
Appears in 1 contract
Samples: Indenture (Seven Seas Petroleum Inc)
Payment of Interest. The following provisions shall apply to Debentures, except as permitted by Article 5 otherwise provided in Section 2.4(b) or elsewhere in this Indenture or specified in a resolution of the Directorsdirectors of the Corporation, an Officer’s Certificate or a supplemental indenture relating to a particular series of Additional Debentures:
2.14.1 (a) As interest becomes due on each Debenture (except at maturity, on conversion maturity or on redemption, when interest may at the option of the Corporation be paid upon surrender of such Debenture) the Corporation, either directly or through the Debenture Agent Trustee or any agent of the Debenture AgentTrustee, shall send or forward by prepaid ordinary mail, electronic transfer of funds (if agreed by the Debentureholder and authorized and directed by a Written Direction of the Corporation), by cheque dated the Interest Payment Date or by such other means as may be agreed to by the Debenture AgentTrustee, payment of such interest (less any tax required to be withheld therefromtherefrom pursuant to Section 7.8) to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent Trustee at the close of business on the fifth Business Day prior to 15th day of the month in which the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing occurs (or, if such 15th day is not a Business Day, on the registerfirst Business Day following such 15th day) such dates being June 15 and December 15 in respect of the Initial Debentures (each a “Record Date”), unless such holder otherwise directs. If payment is made by cheque, such cheque shall be forwarded dated the Interest Payment Date and mailed on or before the 5th Business Day preceding the applicable Interest Payment Date to the address of the holder appearing in the register maintained by the Trustee at least three Business Days prior to each date the close of business on which interest becomes due and if the Record Date. If payment is made by other means (such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, to the extent of the sum represented thereby, plus the amount of any tax withheld as aforesaid, satisfy and discharge all liability for interest then due on such Debenture, unless in the case of payment by cheque, such cheque is be not paid at par on presentation. In the event of non-receipt of any cheque for or other payment of interest by the person to whom it is so sent as aforesaid, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like the same amount upon being furnished with such evidence of non-receipt nonreceipt as it shall reasonably require and upon being indemnified to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (including, without limitation, including any interruption in mail service) from making payment of any interest due on each Debenture in the manner provided above, the Corporation may make payment of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent Trustee with the same effect as though payment had been made in the manner provided above. If payment is made by the Trustee, by 11:00 a.m. (Toronto time) on the Business Day immediately prior to each Interest Payment Date or by the date of mailing the cheques for the interest due on an Interest Payment Date, whichever is earlier, the Corporation shall deliver sufficient funds to the Trustee by electronic transfer or certified cheque or make such other arrangements for the provisions of funds as may be agreeable between the Trustee and the Corporation in order to effect such interest payment hereunder.
2.14.2 (b) Notwithstanding Section 2.14.12.14(a), if a series of Debentures is represented by a Global Debenture, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable by 11:00 a.m. (Toronto time) on such Interest Payment Date to the Depository or its nominee for subsequent payment to Beneficial Holders holders of interests in the applicable that Global Debenture, unless the Corporation and the Depository otherwise agree. None of the Corporation, the Debenture Agent Trustee or any agent of the Debenture Agent Trustee for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interests.
(c) The Trustee shall disburse such interest payments only upon receiving the required funds from the Corporation.
(d) Not less than 24 hours prior to the Interest Payment Date, the Corporation shall forward to the Trustee a Written Direction of the Corporation specifying payments to be made. The Trustee shall not be responsible for calculating the amount of interest owing and shall be entitled to rely absolutely on the Written Direction of the Corporation specifying the payments to be made.
(e) Notwithstanding the foregoing, (i) all payments in excess of $25 million to a holder other than the Depository (or such other amount as determined from time to time by the Canadian Payments Association or any successor thereto) shall be made by the use of the LVTS; and (ii) in the event that payment must be made to the Depository, such payment shall be made by LVTS and the Corporation shall remit payment to the Trustee by LVTS. The Trustee shall have no obligation to disburse funds pursuant to this Section 2.14 unless it has received written confirmation satisfactory to it that the funds have been deposited with it in sufficient amount to pay in full all amounts due and payable with respect to such Interest Payment Date. The Trustee shall, if any funds are received by it in the form of uncertified cheques, be entitled to delay the time for release of such funds until such uncertified cheques shall be determined to have cleared the financial institution upon which the same are drawn.
Appears in 1 contract
Samples: Indenture (Kirkland Lake Gold Ltd.)
Payment of Interest. The following provisions shall apply to Debentures,
(a) As the interest on Debentures has accrued and become payable (except as permitted by Article 5 interest payable at the Maturity Date or specified in a resolution upon redemption of the Directors, an Officer’s Certificate or a supplemental indenture relating to a particular series of Debentures:
2.14.1 As interest becomes due on each Debenture (except at maturity, on conversion or on redemption, when interest may at the option of the Corporation Debentures which will be paid upon presentation and surrender of such DebentureDebentures for payment), the Corporation shall forward or cause to be forwarded by first class prepaid post (or if mail service is interrupted, by any other means the Corporation and the Trustee deem appropriate) three (3) business days prior to the Corporation, either directly or through the Debenture Agent or any agent last day of the Debenture AgentInterest Period to each holder of the outstanding Debentures as recorded on the register of Holders on the tenth (10th) business day prior to the last day of the applicable Interest Period or, shall send in the case of Joint Holders, to one of such Joint Holders, at his or forward by prepaid ordinary mailher address appearing on the appropriate register hereinbefore mentioned, electronic transfer of funds or such other means as may be agreed to by the Debenture Agent, payment of a cheque for such interest (less any tax required to be deducted, withheld therefromand/or remitted to a governmental taxing authority having jurisdiction) payable to the order of the registered holder of such Debenture appearing on the registers maintained by the Debenture Agent at the close of business on the fifth Business Day prior to the applicable Interest Payment Date and addressed to the holder at the holder’s last address appearing on the register, unless such holder otherwise directsor holders. If payment is made by cheque, The forwarding of such cheque shall be forwarded at least three Business Days prior to each date on which satisfy and discharge the liability of the Corporation for the interest becomes due and if payment is made by other means (upon such as electronic transfer of funds, provided the Debenture Agent must receive confirmation of receipt of funds prior to being able to wire funds to holders), such payment shall be made in a manner whereby the holder receives credit for such payment on the date such interest on such Debenture becomes due. The mailing of such cheque or the making of such payment by other means shall, Debentures to the extent of the sum represented thereby, thereby (plus the amount of any tax deducted, withheld and remitted as aforesaid, satisfy and discharge all liability for interest on such Debenture, unless ) provided that in the case of payment by cheque, such cheque is not paid at par on presentation. In the event of the non-receipt of any such cheque for or other payment of interest by the person to whom it is so sent as aforesaidregistered holder, or the loss or destruction thereof, the Corporation or the Debenture Agent will issue to such person a replacement cheque or other payment for a like amount Trustee, as applicable, upon being furnished with such reasonable evidence of such non-receipt as it shall receipt, loss or destruction and an indemnity reasonably require and upon being indemnified satisfactory to its satisfaction. Notwithstanding the foregoing, if the Corporation is prevented by circumstances beyond its control (includingor the Trustee as applicable, without limitation, any interruption in mail service) from making payment of any interest due on each Debenture in shall issue to such registered holder a replacement cheque for the manner provided above, the Corporation may make payment amount of such interest or make such interest available for payment in any other manner acceptable to the Debenture Agent with the same effect as though payment had been made in the manner provided abovecheque.
2.14.2 Notwithstanding Section 2.14.1(b) The principal of the Debentures and interest thereon and all sums which may at any time become payable thereon, if a series of Debentures is represented by a Global Debenturewhether at the Maturity Date or otherwise, then all payments of interest on the Global Debenture shall be made by electronic funds transfer or cheque made payable to the Depository or its nominee for subsequent payment to Beneficial Holders of interests in the applicable Global Debenture, unless the Corporation and the Depository otherwise agree. None lawful money of the Corporation, currency in which the Debenture Agent or any agent of the Debenture Agent for any Debenture issued as a Global Debenture will be liable or responsible to any person for any aspect of the records related to or payments made on account of beneficial interests in any Global Debenture or for maintaining, reviewing, or supervising any records relating to such beneficial interestsDebentures were originally issued.
Appears in 1 contract
Samples: Trust Indenture
