Payment on Termination. (a) If a Termination Event occurs, then: (i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event; (ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following the Termination Event: (A) a payment in the amount of $134.50 in respect of each of such holder’s Subscription Receipts; and (B) such holder's pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes; (iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date; (iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation. (b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders. (c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority. (d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 3 contracts
Samples: Subscription Receipt Agreement, Subscription Receipt Agreement, Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third (3rd) Business Day following the Termination Event:
(A) a payment in the amount of $134.50 31.25 in respect of each of such holder’s Subscription Receipts; and
(B) such holder's ’s pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes;
(iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.63.5. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third (3rd) Business Day following the Termination Date;; and
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto Montréal time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement (Cae Inc)
Payment on Termination. (a) If a Termination Event occurs, then:
(ia) the Corporation shall forthwith notify the Subscription Receipt Agent and the Lead Underwriter thereof in writing and shall issue a press release setting forth the occurrence of the Termination EventDate;
(iib) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date to a payment in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes. The amount paid to each Receiptholder under (i) shall be satisfied by the Escrowed Funds and the amount paid to each Receiptholder under (ii) shall be satisfied by the Earned Interest;
(iiic) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and;
(vd) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.3(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and at its registered address by no later than the Corporation to pay second Business Day following the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.Termination Date; and
(ce) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.3(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Gran Tierra Energy Inc.), Subscription Receipt Agreement (Gran Tierra Energy Inc.)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent and Canaccord Genuity thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) the Receiptholders’ subscription forIf Termination occurs, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription ReceiptReceipt shall, shall subject to Subsection 3.5(f) hereof, be automatically terminated and cancelled and (i) each Receiptholder other than U.S. Receiptholders shall be entitled to receive only, no later than on out of the third Business Day following Canadian Escrowed Funds at the Termination Event:
Payment Time, an amount equal to (A) a payment in the amount of $134.50 Subscription Price in respect of each of such holderReceiptholder’s Subscription Receipts; and
and (B) such holder's Receiptholder’s pro rata portion share of the aggregate of any Earned Interest, Interest thereon less applicable withholding taxes;, if any, and (ii) the U.S. Receiptholders shall be entitled to receive out of the U.S. Escrowed Funds at the Termination Payment Time, an amount equal to (A) the Subscription Price in respect of such Receiptholder’s Subscription Receipts; and (B) such Receiptholder’s pro rata share of the Earned Interest thereon less applicable withholding taxes, if any.
(iiic) if The amounts paid to each Receiptholder under paragraph 3.5(b)(i)(A) and (B) shall be satisfied by the Canadian Escrowed Funds, and the amounts paid to each Receiptholder under paragraph 3.5(b)(ii)(A) and (B) shall be satisfied by the U.S. Escrowed Funds. To the extent that the Escrowed Funds in are insufficient to refund to each Receiptholder an amount equal to the aggregate Subscription Price for the Subscription Proceeds Account are not sufficient to meet the payment required Receipts held by Section 3.3(a)(ii)them, the Corporation shall be responsible and liable to the Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Receiptholder will receive an amount equal to the aggregate Subscription Price for the Subscription Receipts held.
(d) In the event that a U.S. Receiptholder ceases to be the registered holder of the Subscription Receipts evidenced by the U.S. Subscription Receipt Agent Certificate issued to such U.S. Receiptholder on the date hereof, such U.S. Receiptholder shall only make payments under Section 3.3(a)(ii) cease to the extent of the monies available in the Subscription Proceeds Account be entitled to be paid in accordance with Section 3.3(a)(iiparagraph 3.5(b)(ii)(A) and promptly upon receipt (B) and any transferee of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made U.S. Receiptholder shall be paid to in accordance with paragraph 3.5(b)(i)(A) and (B) out of the CorporationCanadian Escrowed Funds.
(be) The obligation to make the payment of the amounts specified in Section 3.3(a)(iiSubsection 3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, (in respect the case of 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 theretoCDS) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment Receiptholders or by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated mailing cheques made payable to immediately rectify such non-payment such that full payment is made to, and received by, the ReceiptholdersReceiptholders at their registered addresses.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(df) Upon receipt of a wire transfer or the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(bSubsection 3.5(e) (and and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Payment on Termination. (a) If a the Termination Event Time occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination EventTime;
(ii) the Receiptholders’ Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later earlier than on the third Business Day following the Termination EventDate:
(A) a payment in the amount of $134.50 the Subscription Price in respect of each of such holder’s Subscription Receipts; and
(B) the applicable Dividend Equivalent Payment, if any, that remains payable in respect of such holder's pro rata portion of the aggregate of any Earned InterestSubscription Receipt, less applicable withholding taxesas set out in Section 2.3;
(iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.63.5. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and;
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation; and
(vi) the Escrowed Underwriters’ Funds (including any Earned Interest thereon) shall forthwith be paid to, or as directed by, the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto Calgary time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, to deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS Agent is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided)resident. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii3.3(b) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Payment on Termination. (a) If a Termination Event occursthe EnCana Acquisition is terminated, then:
(i) the Corporation Trust advises the Underwriters or announces to the public that it does not intend to proceed with the EnCana Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the Trust shall forthwith notify the Subscription Receipt Escrow Agent thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If the Receiptholders’ EnCana Acquisition is terminated, the Trust advises the Underwriters or announces to the public that it does not intend to proceed with the EnCana Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third second Business Day following the Termination Event:
(A) Date, a payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;
. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in (ii), if any, shall be satisfied by the Subscription Proceeds Account Earned Interest. If the Escrowed Funds are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii3.4(b), the Subscription Receipt Escrow Agent shall only make payments under Section 3.3(a)(ii) this section to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.6. The Subscription Receipt Subject to sufficient funds being available to it, the Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than 3.4 on the third second Business Day following the Termination Date;.
(ivc) Subscription Receipt If the Acquisition Time does not occur by the Deadline, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.4(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use registered holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b3.4(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(ii3.4(d) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation Trust as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Canetic Resources Trust)
Payment on Termination. (a) If a Termination Event occursthe Acquisition is terminated, then:
(i) the Corporation Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the Trust shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If the Receiptholders’ Acquisition is terminated, the Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third second Business Day following the Termination Event:
(A) Date, a payment cheque in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion PRO RATA share of the aggregate of any Earned Interest, Interest less applicable withholding taxes;
; by surrendering, at any time after the Termination Date, to the Subscription Receipt Agent at the Designated Office the applicable Subscription Receipt Certificate. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in (ii), if any, shall be satisfied by the Subscription Proceeds Account Earned Interest. If the Escrowed Funds are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii3.5(b)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) this section to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;3.7.
(ivc) Subscription Receipt If the Acquisition Time does not occur by the Deadline, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) A Surrender Form submitted upon surrender of a Subscription Receipt Certificate as contemplated in Section 3.5(b) shall be signed by the Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) and shall specify the name and address of the person to whom the amount specified in Section 3.5(b) shall be paid.
(e) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(b) shall be satisfied by:
(i) mailing payment by cheque payable at par in Calgary, Alberta and to the payee specified in the Surrender Form and at the address specified for such payee in the Surrender Form; or
(ii) if so requested by the person surrendering the relevant Subscription Receipt Certificate, actual delivery of a cheque payable at par in Calgary, Alberta to the payee specified in the Surrender Form at the Designated Office where the Subscription Receipt was surrendered. The mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to occur as soon as practicable following the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations surrender of the Subscription Receipt Agent and the Corporation to pay the amounts specified Certificate.
(f) If any Subscription Receipts Certificates have not been surrendered as contemplated in Section 3.3(a)(ii)3.5(b) by December 30, unless (i) in 2005, or any earlier time after the case Termination Date at the election of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereofTrust, the Subscription Receipt Agent shall be obligated mail the cheques in payment of the amount specified in Section 3.5(b) to immediately rectify the holders of such non-payment such that full payment is made to, and received by, the ReceiptholdersSubscription Receipts at their last addresses of record.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(dg) Upon the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(bSections 3.5(d) and (e) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer cheque or LVTS cheques for the amount specified in Section 3.3(a)(iiSections 3.5(d) has and (e) have been mailed or delivered, as the case may be, shall be delivered to the Corporation Trust as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Harvest Energy Trust)
Payment on Termination. (a1) If a Termination Event occursoccurs prior to the satisfaction of the Escrow Release Conditions, then:
(i) the Corporation shall forthwith notify provide written notice to the Joint Bookrunners, on behalf of the Underwriters, and to the Subscription Receipt Agent thereof Agent, and shall issue a press release setting forth the Termination Date. The Joint Bookrunners, on behalf of the Underwriters, will be granted the opportunity to review and comment on such press release and any other related continuous disclosure documents filed by the Corporation pursuant to National Instrument 51-102 – Continuous Disclosure Obligations in connection with the occurrence of the a Termination Event;.
(ii2) If a Termination Event occurs prior to the Receiptholders’ subscription forsatisfaction of the Escrow Release Conditions, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled cancelled, without any further action, and each Receiptholder shall only be entitled to receive onlyfrom and after the Termination Date, but shall receive no later than on the third Business Day following at the Termination Event:
(A) Payment Time, a payment cheque or wire transfer in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest and Deemed Interest, less applicable withholding taxes;, if any.
(iii3) If a Termination Event occurs prior to the satisfaction of the Escrow Release Conditions, the Corporation shall, as soon as practicable, and in any event no later than one Business Day prior to the Termination Payment Time, pay and deliver to the Subscription Receipt Agent (i) an amount equal to the Initial Underwriters’ Commission and the Initial Over-Allotment Underwriters’ Commission, if applicable, and (ii) an amount equal to the Deemed Interest, in order to enable the Subscription Receipt Agent to effect the payment in full to Receiptholders of the amounts due to them under Section 3.5(2) above.
(4) The amount paid to each Receiptholder under this Section 3.5 shall be satisfied out of the Escrowed Funds Funds, the Earned Interest and the amount paid pursuant to Section 3.5(3); any amount not satisfied by the Escrowed Funds, the Earned Interest and the amount paid pursuant to Section 3.5(3) shall be satisfied by the Corporation who shall deposit an amount equal to such shortfall in the Subscription Proceeds Escrow Account are not sufficient at least one Business Day prior to meet the payment required by Section 3.3(a)(ii), the Termination Payment Time. The Subscription Receipt Agent shall only be required to make payments under this Section 3.3(a)(ii) 3.5 to the extent of the monies available in amounts of the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by Escrowed Funds, the Corporation Earned Interest, the amount paid pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to 3.5(3) and the holders of Subscription Receipts monies which have been deposited with it pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;3.5(4).
(iv5) Subscription Receipt If a Termination Event occurs prior to the satisfaction of the Escrow Release Conditions, registers shall be closed at the close of business on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.5).
(b6) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(2) shall be satisfied by the Subscription Receipt Agent by (i) wire transfer to the holder or (ii) mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time payable to time by the Canadian Payments Association or any successor thereto) by the use holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d7) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.5(6) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such the Subscription Receipts relating thereto shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, cheque(s) and/or wire transfer or LVTS transfers for the amount amount(s) specified in Section 3.3(a)(ii3.5(2) has have been mailed or delivered, as the case may be, shall be delivered by the Subscription Receipt Agent to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occursthe Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, then:
(ia) the Corporation Spark shall forthwith notify the Subscription Receipt Escrow Agent thereof thereof; and shall issue a press release setting forth the occurrence of the Termination Event;
(iib) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a conversion or exercise for Common Share Shares evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive onlypaid, no later than on the third Business Day following the Termination Event:
(A) Payment Time, a payment in the aggregate amount of $134.50 (i) the aggregate Issue Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest less applicable withholding taxes;
, if any. The amount paid to each Receiptholder under (iiii) if and (ii) shall be satisfied by the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6Funds. The Subscription Receipt Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;Payment Time.
(ivb) If the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, registers for the Subscription Receipt registers Receipts shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bc) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.3(a) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holders of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid Receipts at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authoritytheir respective registered addresses.
(d) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.3(c) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(iiSubsection 3.3(c) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation Spark as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent and the Joint Bookrunners thereof in writing (the “Termination Notice”) and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) the Receiptholders’ subscription forIf a Termination occurs, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription ReceiptReceipt shall, shall subject to Section 3.5(e) hereof, be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on out of the third Business Day following Escrowed Proceeds at the Termination Event:
Payment Time, an amount equal to (Ai) a payment in the amount of $134.50 aggregate Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest thereon less applicable withholding taxes;, if any.
(iiic) if The amounts paid to each Receiptholder under Section 3.5(b) shall be satisfied by the Escrowed Funds in Proceeds. To the extent that the Escrowed Proceeds are insufficient to refund to each Receiptholder an amount equal to the aggregate Subscription Price for the Subscription Proceeds Account are not sufficient to meet Receipts held by them plus such holder's pro rata share of the payment required by Section 3.3(a)(iiEarned Interest thereon less applicable withholding taxes, if any, (a "Shortfall"), the Corporation shall be responsible and liable to the Receiptholders for any Shortfall and shall contribute such amounts as are necessary to satisfy any Shortfall such that each Receiptholder will receive an amount equal to the aggregate Subscription Price for the Subscription Receipts held plus such holder's pro rata share of the Earned Interest thereon less applicable withholding taxes, if any. In no case will the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) or the Agents be liable to the extent of the monies available Receiptholders in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt event of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporationa Shortfall.
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer orsatisfied, in respect the case of 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) by the use of the LVTSDepository, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and to the Corporation applicable Receiptholders or otherwise, or otherwise by the Subscription Receipt Agent mailing cheques made payable to pay the amounts specified in Section 3.3(a)(ii)Receiptholders at their registered addresses.
(e) Upon receipt of a wire transfer, unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled toDepository, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(b3.5(d) (and and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no further value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Purchaser and the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date, but shall receive no earlier than at the Termination Payment Time, a payment cheque or wire transfer, in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
Receipts and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;
(iii) , if any. The amount paid to each Receiptholder under this Section 3.7 shall be satisfied by the Escrowed Funds; any amount not satisfied by the Escrowed Funds in shall be satisfied by the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Corporation. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.7 to the extent of that the Escrowed Fund and the monies available in the Subscription Proceeds Account in accordance which have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.63.8 are sufficient. The Subscription Receipt Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid 3.7 commencing no later than the third Business Day following the Termination Date;Payment Time.
(ivc) Subscription Receipt If a Termination Event occurs, the registers kept in accordance with Section 2.3 shall be closed at the close of business on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.7).
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii3.7(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment at its registered address or by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such making a wire transfer is not actually received by for the Receiptholder. In either account of such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholdersholder through CDS.
(ce) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from If any amount payable to Receiptholders pursuant to Section 3.3(a)(ii3.7(b) is subject to withholding taxes, the Subscription Receipt Agent shall remit such amount as taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent, ’s and/or the Corporation or CDS is required or entitled Corporation’s obligation to deduct and withhold with respect to pay such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject amount to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the relevant Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(df) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment3.7(d), if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, cheque(s) or wire transfer or LVTS transfer(s) for the amount specified in Section 3.3(a)(ii3.7(d) has have been mailed mailed, delivered or deliveredcompleted, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Manulife Financial Corp)
Payment on Termination. (a) If a the Termination Event Time occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination EventTime;
(ii) the Receiptholders’ Receiptholder’s subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a one (1) Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later earlier than on the third Business Day following the Termination EventDate:
(A) a payment in an amount equal to the amount of $134.50 Subscription Price in respect of each of such holder’s Subscription ReceiptsReceipt held thereby; and
(B) such holder's pro rata portion (I) if any Dividend Equivalent Payment has been paid or is payable, including pursuant to Section 2.3(b), in respect of the aggregate Subscription Receipts, any such amounts owing to the Receiptholder pursuant to Section 2.3, or (II) if no Dividend Equivalent Payment has been paid or is payable, including pursuant to Section 2.3(b), in respect of the Subscription Receipts, such Receiptholder’s Pro Rata Portion of any Earned Interest, less applicable withholding taxesInterest on the Escrowed Funds pursuant to Section 2.4;
(iii) the amount paid to each Receiptholder pursuant to Section 3.3(a)(ii)(A) shall be satisfied from the Proceeds and the amount paid to each Receiptholder pursuant to Section 3.3(a)(ii)(B) shall be satisfied from the Earned Interest, provided that, if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.63.5. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts Receiptholders pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and;
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So For so long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three (3) Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto Calgary time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfertransfer or LVTS, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii3.3(b) has have been mailed or delivered, as the case may beapplicable, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Pembina Pipeline Corp)
Payment on Termination. (a) If a the Termination Event occursTime occurs and provided that no Repayment Default Notice has been delivered to the Subscription Receipt Agent, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof in writing and shall issue a press release setting forth the occurrence of Termination Date.
(b) If the Termination Event;
(ii) the Receiptholders’ subscription for, Time occurs and right provided that no Repayment Default Notice has been delivered to receive, pursuant to this Agreement and the Subscription ReceiptReceipt Agent, a Common Share the subscription evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled (subject to receive only, no later than on the third Business Day following Section 3.5(d)) from and after the Termination Event:
(A) a Time, to payment in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes;
. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii(ii), if any, shall be satisfied by the Earned Interest.
(c) If the Acquisition Time does not occur on or before 5:00 p.m. (Calgary time) on June 30, 2014 and provided that no Repayment Default Notice has been delivered to the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt Agent, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and at its registered address by no later than the Corporation to pay second Business Day following the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the ReceiptholdersTermination Date.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b) 3.5 (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, cheque or cheques or wire transfer or LVTS transfers for the amount specified in Section 3.3(a)(ii) has 3.5 have been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Baytex Energy Corp.)
Payment on Termination. (a) If a the Termination Event Date occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Escrow Agent thereof and shall issue a press release setting forth the occurrence of the Termination EventDate;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third Business Day following the Termination EventDate, a payment in the aggregate amount of:
(A) a payment in the amount of $134.50 Subscription Price in respect of each of such holder’s Subscription Receipts; , and
(B) such holder's ’s pro rata portion share of the aggregate of any Earned InterestInterest in the Subscription Proceeds Account, less any applicable withholding taxes;
(iii) if . If the Escrowed Funds in the Subscription Proceeds Account are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Escrow Agent shall only make payments under this Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.63.5. The Subscription Receipt Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid commencing no later than the third Business Day following the Termination Date;, and
(iviii) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use registered holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.in
Appears in 1 contract
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent and the Agent thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) the Receiptholders’ subscription forIf Termination occurs, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription ReceiptReceipt shall, shall subject to Section 3.5(e) hereof, be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on out of the third Business Day following Escrowed Funds at the Termination Event:
Payment Time, an amount equal to (Ai) a payment in the amount of $134.50 Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest thereon less applicable withholding taxes;, if any.
(iiic) if The amounts paid to each Receiptholder under Subsection 3.5(b)(i) and (ii) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds in are insufficient to refund to each Receiptholder an amount equal to the aggregate Subscription Price for the Subscription Proceeds Account are not sufficient to meet the payment required Receipts held by Section 3.3(a)(ii)them, the Subscription Receipt Agent Corporation shall only make payments under Section 3.3(a)(ii) be responsible and liable to the extent Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Receiptholder will receive an amount equal to the aggregate Subscription Price for the Subscription Receipts held. In no case will the Corporation be liable to the Receiptholders for any amount in excess of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the CorporationFunds.
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(iiSubsection 3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer orsatisfied, in respect the case of 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) by the use of the LVTSCDS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and to the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment applicable Receiptholders or otherwise by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated mailing cheques made payable to immediately rectify such non-payment such that full payment is made to, and received by, the ReceiptholdersReceiptholders at their registered addresses.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon receipt of a wire transfer or the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(b) (and Subsection 3.5(d)(and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination.
(a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof in the form of a written notice and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) the Receiptholders’ subscription forIf Termination occurs, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription ReceiptReceipt shall, shall subject to Subsection 3.5(e) hereof, be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on out of the third Business Day following Escrowed Funds at the Termination Event:
Payment Time, an amount equal to (Ai) a payment in the amount of $134.50 aggregate Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, Interest thereon less applicable withholding taxes;, if any.
(iiic) if The amounts paid to each Receiptholder under Subsection 3.5(b) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds in are insufficient to refund to each Receiptholder an amount equal to the aggregate Subscription Price for the Subscription Proceeds Account are not sufficient to meet Receipts held by them and such holder’s pro rata share of the payment required by Section 3.3(a)(iiEarned Interest thereon less applicable withholding taxes, if any, (a “Shortfall”), the Subscription Receipt Agent Corporation shall only make payments under Section 3.3(a)(ii) be responsible and liable to the extent Receiptholders for any Shortfall and shall contribute such amounts as are necessary to satisfy any Shortfall such that each Receiptholder will receive an amount equal to the aggregate Subscription Price for the Subscription Receipts held and such holder’s pro rata share of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;Earned Interest thereon less applicable withholding taxes, if any.
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(iiSubsection 3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer orsatisfied, in respect the case of 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) by the use of the LVTSCDS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and to the Corporation applicable Receiptholders or otherwise by the Subscription Receipt Agent mailing cheques made payable to pay the amounts specified Receiptholders at their registered addresses.
(e) Upon receipt of a wire transfer or the mailing of any cheque as provided in Section 3.3(a)(ii)Subsection 3.5(d) (and, unless (i) in the case of payment by a cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) ), all rights evidenced by the Subscription Receipts relating thereto held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no further value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof Purchasers and shall promptly issue a press news release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date, but shall receive no earlier than at the Termination Payment Time, a payment cheque or wire transfer, in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of an amount equal to the aggregate of any Earned Interest, less applicable withholding taxes;, if any.
(iiic) if If the Escrowed Funds in Acquisition Closing does not occur prior to the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii)Acquisition Deadline, the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business 5:00 p.m. (Toronto time) on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.5).
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(b) shall or if required in Section 3.4(a), will be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.5(d) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such the Subscription Receipts relating thereto shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occursthe Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, then:
(ia) the Corporation Mongoose shall forthwith notify the Subscription Receipt Escrow Agent thereof thereof; and shall issue a press release setting forth the occurrence of the Termination Event;
(iib) the Receiptholders’ subscription forconversion or exercise for FT Common Shares, and right to receiveas applicable, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive onlypaid, no later than on the third Business Day following the Termination Event:
(A) Payment Time, a payment in the aggregate amount of $134.50 (i) the aggregate Issue Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest less applicable withholding taxes;
, if any. The amount paid to each Receiptholder under (iiii) if and (ii) shall be satisfied by the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6Funds. The Subscription Receipt Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;Payment Time.
(ivb) If the Escrow Release Conditions are not satisfied on or before the Escrow Release Deadline, registers for the Subscription Receipt registers Receipts shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bc) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.3(a) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holders of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid Receipts at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authoritytheir respective registered addresses.
(d) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.3(c) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(iiSubsection 3.3(c) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation Mongoose as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation Zarlink shall forthwith notify the Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive onlyreceive, no later than on the third Business Day following the Termination Event:Date, a Termination Payment.
(Ac) a payment in The Termination Payment shall be satisfied by the Escrowed Funds; any amount of $134.50 in respect of each of such holder’s Subscription Receipts; and
(B) such holder's pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxes;
(iii) if not satisfied by the Escrowed Funds shall be satisfied by Zarlink who shall deposit an amount equal to such shortfall in the Subscription Proceeds Escrow Account are not sufficient prior to meet the payment required by time that the amount is payable to the Receiptholders under this Section 3.3(a)(ii), the 3.5. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.5 to the extent of that the Escrowed Funds and the monies available in the Subscription Proceeds Account in accordance which have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts it pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;3.5 are sufficient.
(ivd) Subscription Receipt If a Termination Event occurs, registers shall be closed at the close of business on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.5).
(be) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment at its registered address or by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such making a wire transfer is not actually received by for the Receiptholder. In either account of such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholdersholder through CDS.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(df) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.5(e) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds.
(g) Zarlink (i) shall be entitled to deduct and withhold from amounts payable under this Agreement to holders of Subscription Receipts that are non-residents of Canada (within the meaning of the Income Tax Act (Canada) ("Non-Resident Holders") and any applicable income tax convention), interest such amounts required by law, whether foreign, federal, provincial or otherwise, to be deducted or withheld for or on account of income tax or other monies held taxes levied, collected, withheld or assessed by any governmental authority ("Withholding Amount"), (ii) shall remit the Withholding Amount to the appropriate governmental authority on a timely basis, and (iii) shall provide to Non-Resident Holders a copy of the receipt of payment or such other proof of remittance issued by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, authority. The Withholding Amount shall be delivered deemed to have been paid to the Corporation as soon as reasonably practicable thereafterNon-Resident Holders on the due dates of the amounts payable under this Agreement, provided that such amount is remitted to the Subscription Receipt Agent shall retain sufficient Escrowed Funds appropriate governmental authority on a timely basis. In particular, Zarlink will deduct and withhold from the Termination Payment payable to satisfy any cheques so mailed or deliveredNon-Resident Holders an amount equal to 25% of the Termination Premium.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Zarlink Semiconductor Inc)
Payment on Termination. (a) If a Termination Event occursthe Acquisition is terminated, then:
(i) the Corporation Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the Trust shall forthwith notify the Subscription Receipt Escrow Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If the Receiptholders’ Acquisition is terminated, the Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third second Business Day following the Termination Event:
(A) Date, a payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion PRO RATA share of the aggregate of any Earned Interest, Interest less applicable withholding taxes;
, if any. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in (ii), if any, shall be satisfied by the Subscription Proceeds Account Earned Interest. If the Escrowed Funds are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii3.4(b), the Subscription Receipt Escrow Agent shall only make payments under Section 3.3(a)(ii) this section to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation3.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Advantage Energy Income Fund)
Payment on Termination. If there is a termination of the Services Term under Sections 7.2(b) of 7.2(c) above, before payment of the final installment of the License Fee or before the expiration of the initial twelve (a12) If a Termination Event occursmonth period, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder HealthAxis shall be entitled to receive onlyretain all prior License Fee payments previously made by Digital, no later than on the third Business Day following the Termination Event:
(A) a it being understood and agreed that upon payment in the amount of $134.50 in respect of each of payment towards the License Fee, each such holder’s Subscription Receipts; and
payment shall have been deemed fully earned by HealthAxis, (Bii) such holder's pro rata HealthAxis shall be entitled to a prorated portion of the aggregate next License Fee payment due based upon the actual date of any Earned Interesttermination, less applicable withholding taxes;
(iii) if HealthAxis shall be entitled to all Service Fees and other amounts due and payable through the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii)date of termination, the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to if the date on which of termination is within the payment is to be made. If payment is made by wire transfer or LVTSinitial twelve (12) month period, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent Digital shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, pay HealthAxis the Receiptholders.
minimum commitment amount of Two Hundred Fifty Thousand (c$250,000.00) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b5.4(a) (and provided such cheque has been honoured for payment, if presented for payment within six months each remaining month from the termination date through the expiration of the date thereofinitial twelve (12) all month period. Notwithstanding clause (ii) above, in the event Digital desires to retain the rights evidenced by to the Subscription Receipts relating thereto perpetual license granted herein in Article III, then Digital shall be satisfied and such Subscription Receipts shall be void and obligated to pay the entire remaining balance of no value or effect. Any Escrowed Fundsthe License Fee, together with interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount thereon as specified in Section 3.3(a)(ii4.1(b), on or before the termination date. Notwithstanding the foregoing, in the event Digital invokes the repatriation rights during the initial twelve (12) has been mailed or deliveredmonth period pursuant to Section 5.9, as then Digital shall not be obligated to pay any remaining portion of the case may beminimum commitment amount, but instead shall pay for all remaining services utilized during the repatriation and migration pursuant to the rates specified in Part II of Schedule 3. If Digital exercises its right to terminate the Services Term under Section 7.2(e), no further payment shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent due hereunder (except for migration services) and Digital shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or deliveredall rights and remedies available at law and equity (including, without limitation, all rights under Section 5.9 hereof).
Appears in 1 contract
Samples: Software License and Consulting Agreement (Healthaxis Inc)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following the Termination Event:
(A) a payment in the amount of $134.50 in respect of each of such holder’s Subscription Receipts; and
(B) such holder's pro rata portion of the aggregate of any Earned Interest, less applicable withholding taxestaxes having regard to Section 3.3(c);
(iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify Cormark, on behalf of the Underwriters, and the Subscription Receipt Agent thereof and shall promptly issue a press news release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive onlyreceive, no later than commencing on the third second Business Day following the Termination Event:
(A) Date, but shall receive no earlier than at the Termination Payment Time, a payment cheque or wire transfer, in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest and Deemed Interest, less applicable withholding taxes;, if any, pursuant to a written direction provided by the Corporation to the Subscription Receipt Agent no later than the Termination Date.
(iiic) if If a Termination Event occurs, the Corporation shall, as soon as practicable, and in any event no later than two (2) Business Days prior to the Termination Payment Time, pay and deliver to the Subscription Receipt Agent: (i) an amount equal to the sum of 50% of the Underwriters’ Commission and the full amount of the Underwriters’ Expenses; and (ii) an amount equal to the Deemed Interest, necessary to enable the Subscription Receipt Agent to effect the payment in full to Receiptholders of the amounts due to them under Section 3.6(b).
(d) The amount paid to each Receiptholder under this Section 3.6 shall be satisfied by the Escrowed Funds and the amount paid pursuant to Section 3.6(c); any amount not satisfied by the Escrowed Funds and the amount paid pursuant to Section 3.6(c) shall be satisfied by the Corporation (and not the Underwriters) who shall deposit an amount equal to such shortfall in the Subscription Proceeds Escrow Account are not sufficient prior to meet the payment required by time that the amount is payable to the Receiptholders under Section 3.3(a)(ii), the 3.6. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.6 to the extent of that the Escrowed Funds, the amount paid pursuant to Section 3.6(c) and the monies available which have been deposited in the Subscription Proceeds Escrow Account pursuant to Section 3.6 are sufficient.
(e) If the Corporation has not delivered the Release Notice in accordance with Section 3.3(a)(ii3.1(a) and promptly upon receipt of such additional monies as are provided by before the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to Transaction Deadline, the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business 5:00 p.m. (Toronto time) on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.6).
(bf) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.6(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the registered Receiptholder at its registered address. So long as address or by making a wire transfer for the account of such beneficial holder through CDS is the sole registered Receiptholder, all payments or to a holder of definitive Subscription Receipt Certificates in accordance with written directions of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by chequeCorporation, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholdersas applicable.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(dg) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.6(f) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) ), all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such the Subscription Receipts relating thereto shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Americas Gold & Silver Corp)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation Company shall forthwith notify the Agents, the Subscription Receipt Agent thereof and the U.S. Escrow Agent in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If Termination occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled cancelled, without any further action, and:
(i) each Canadian and each Receiptholder non-U.S. resident holder of record as of 5:00 p.m. (Toronto time) on the Termination Date shall be entitled to receive onlyfrom the Subscription Receipt Agent, from and after the Termination Date, but no later earlier than on the third Business Day following Termination Payment Date, a cheque in the Termination Event:
aggregate amount of (A) a payment in the amount of $134.50 Subscription Receipt Price in respect of each of such holder’s Subscription Receipts; and
Receipts and (B) such holder's ’s pro rata portion share of the aggregate of any Canadian Earned Interest, less applicable withholding taxes;
(iii) , if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6any. The Subscription Receipt Agent agrees amount paid to cause any amounts payable to the holders of Subscription Receipts pursuant to each holder under this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv3.5(b)(i) Subscription Receipt registers shall be closed at satisfied from the close of business on the Termination DateCanadian Escrowed Funds; and
(vii) any remaining Escrowed Funds each U.S. resident holder of record as of 5:00 p.m. (Toronto time) on the Termination Date shall be entitled to receive from the U.S. Escrow Agent, from and after the foregoing payments have been made Termination Date, a cheque in the aggregate amount of (A) the Subscription Receipt Price in respect of each of such holder’s Subscription Receipts and (ii) such holder’s pro rata share of the U.S. Earned Interest, less applicable withholding taxes, if any. The amount paid to each holder under this Section 3.5(b)(ii) shall be paid to satisfied from the CorporationU.S. Escrowed Funds.
(bc) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the Receiptholder holders at its each holder’s registered address. So long as CDS is If by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any payment to be given to the sole registered Receiptholderholders hereunder could reasonably be considered unlikely to reach its destination, all payments of the amounts specified in Section 3.3(a)(ii) each payment shall be satisfied by LVTS. If payment considered as delivered only if it is made by cheque, such cheque shall be forwarded delivered to the Receiptholder at least three Business Days prior holders to the date on which the payment whom it is to be made. If payment is made addressed or by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing other means of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authorityprepaid mail.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(b3.5(c) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) ), all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Swisher Hygiene Inc.)
Payment on Termination. (a1) If a Termination Event occursoccurs prior to the satisfaction or waiver of the Escrow Release Conditions, then:
(i) the Corporation and the Investors shall forthwith notify provide a joint written notice to the Subscription Receipt Agent. In any event, if a fully executed Escrow Release Notice has not been delivered to the Subscription Receipt Agent thereof prior to 5:00 p.m. (Eastern time) on July 1, 2014 or such later date and shall issue a press release setting forth time as may be agreed by the occurrence Corporation and the Investors, then, unless otherwise advised in writing by the Corporation and each of the Investors, the joint written notice of Termination Event;Event shall be deemed to have been delivered at such time.
(ii2) If a Termination Event occurs prior to the Receiptholders’ subscription forsatisfaction or waiver of the Escrow Release Conditions, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled cancelled, without any further action, and each Receiptholder shall only be entitled to receive onlyfrom and after the Termination Date, but shall receive no later than on the third Business Day following at the Termination Event:
(A) Payment Time, a payment cheque or wire transfer in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) (a) in the case of the Orion Subscriber, such holder's ’s pro rata portion share of the aggregate of any US Earned Interest, less applicable withholding taxes;, if any, and (b) in the case of RQ or CDPQ, such holder’s pro rata share of the CDN Earned Interest, less applicable withholding taxes, if any (provided that no amount shall be withheld on account of taxes from the payments to RQ and CDPQ without having provided prior written notice of the intention to do so).
(iii3) if The amount paid to each Receiptholder under this Section 3.5 shall be satisfied (i) in the case of the Orion Subscriber, out of the US Escrowed Funds and the US Earned Interest; any amount not satisfied by the US Escrowed Funds and the US Earned Interest shall be satisfied by the Corporation who shall deposit an amount equal to such shortfall in the Subscription Proceeds US Escrow Account are prior to the Termination Payment Time; and (ii) in the case of RQ and CDPQ, out of the CDN Escrowed Funds and the CDN Earned Interest; any amount not sufficient satisfied by the CDN Escrowed Funds and the CDN Earned Interest shall be satisfied by the Corporation who shall deposit an amount equal to meet such shortfall in the payment required by Section 3.3(a)(ii), CDN Escrow Account prior to the Termination Payment Time. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.5 to the extent of that the US Escrowed Funds or CDN Escrowed Funds, as the case may be, and the US Earned Interest or CDN Earned Interest, as the case may be, and the monies available in the Subscription Proceeds Account in accordance which have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts it pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;3.5 are sufficient.
(iv4) Subscription Receipt If a Termination Event occurs prior to the satisfaction or waiver of the Escrow Release Conditions, registers shall be closed at the close of business on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.5).
(b5) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.5(2) shall be satisfied by the Subscription Receipt Agent by (i) wire transfer to the holder or (ii) mailing or delivering payment therefor by cheque or wire transfer or, in respect of all payments in excess of $25,000,000 (or such other amount as determined from time payable to time by the Canadian Payments Association or any successor thereto) by the use holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d6) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.5(5) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such the Subscription Receipts relating thereto shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, cheque(s) and/or wire transfer or LVTS transfers for the amount amount(s) specified in Section 3.3(a)(ii3.5(2) has have been mailed or delivered, as the case may be, shall be delivered by the Subscription Receipt Agent to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a the Termination Event Date occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination EventDate;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third Business Day following the Termination EventDate, a payment in the aggregate amount of:
(A) a payment in the amount of $134.50 Subscription Price in respect of each of such holder’s Subscription Receipts; , and
(B) such holder's ’s pro rata portion share of the aggregate of any Earned InterestInterest in the Subscription Proceeds Account, less any applicable withholding taxes;
(iii) if . If the Escrowed Funds in the Subscription Proceeds Account are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.63.5. The Subscription Receipt Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid commencing no later than the third Business Day following the Termination Date;, and
(iviii) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered addressAgent or the Corporation. So long as CDS is Upon the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made delivery by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon the mailing or delivery of any cheque, wire transfer or LVTS as provided in this Section 3.3(b) (and provided such cheque has been honoured for payment), if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in this Section 3.3(a)(ii3.3(b) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Engine Gaming & Media, Inc.)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each such Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled (subject to receive only, no later than on the third Business Day following Section 3.5(d)) from and after the Termination Event:
(A) a Date, to payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion entitlement of the Earned Interest on such aggregate of any Earned Interestamount, less applicable withholding taxes;
(iii) if . The Escrowed Funds will be applied toward payment of such amounts and the Corporation will be responsible for payment of any portion of such amount not covered by the Escrowed Funds in and the Subscription Proceeds Account are Earned Interest.
(c) If the Acquisition Time does not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided occur by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause Termination Time or if any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the other Termination Date;
(iv) Subscription Receipt Event occurs, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque Time or the making of such payment by wire transfer or LVTS shallapplicable Termination Date, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authorityrespectively.
(d) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b) 3.5 (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Obsidian Energy Ltd.)
Payment on Termination. (a) If a Termination Event occursthe Acquisition is terminated, then:
(i) the Corporation Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, on or prior to the Deadline, the Trust shall forthwith notify the Subscription Receipt Escrow Agent thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If the Receiptholders’ Acquisition is terminated, the Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third second Business Day following the Termination Event:
(A) Date, a payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;
. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in (ii), if any, shall be satisfied by the Subscription Proceeds Account Earned Interest. If the Escrowed Funds are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii3.4(b), the Subscription Receipt Escrow Agent shall only make payments under Section 3.3(a)(ii) this section to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.6. The Subscription Receipt Subject to sufficient funds being available to it, the Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than 3.4 on the third second Business Day following the Termination Date;.
(ivc) Subscription Receipt If the Acquisition Time does not occur by the Deadline, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.4(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use registered holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b3.4(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(ii3.4(d) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation Trust as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Canetic Resources Trust)
Payment on Termination. (a) If a the Termination Event Time occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof in writing and shall issue a press release setting forth the occurrence of Termination Date.
(b) If the Termination Event;
(ii) Time occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder (or a transferee thereof if all applicable transfer requirements, other than registration, have been satisfied) shall be entitled (subject to receive only, no later than on the third Business Day following Subsection 3.4(d)) from and after the Termination Event:
(A) a Time, to payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate Earned Interest (without regard to the date of any Earned Interestissue of such Subscription Receipts), less applicable withholding taxes;. The amount paid to each Receiptholder under (i) shall be satisfied by the Proceeds and the amount in (ii), if any, shall be satisfied by the Earned Interest.
(iiic) if If the Escrowed Funds in the Subscription Proceeds Account are Disposition Time does not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) occur prior to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt Time, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.4(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and at its registered address by no later than the Corporation to pay second Business Day following the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the ReceiptholdersTermination Date.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.4(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereofthereof or, if sent by wire transfer, with receipt confirmed) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Bellatrix Exploration Ltd.)
Payment on Termination. (a) If a Termination Event occurs, then:
(ia) the Corporation shall forthwith notify the Subscription Receipt Agent and the Co-Lead Underwriters, on behalf of the Underwriters, thereof in writing and shall issue a press release setting forth the occurrence of the Termination EventDate;
(iib) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled without further action and each Receiptholder shall be entitled to receive onlyentitled, no later than commencing on the third (3rd) Business Day following the Termination Event:
(A) Date, to a payment in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of an amount equal to the aggregate of any Earned Interest, less applicable withholding taxes, calculated from the Closing Date to but not including the Termination Date;
(iiic) if the amount paid to the Receiptholders under Subsection 3.3(b) shall be satisfied by the Escrowed Funds and the amount paid pursuant to Subsection 3.3(d); provided that an amount equal to any shortfall shall be deposited by the Corporation in the Subscription Proceeds Escrow Account are not sufficient prior to meet the payment required by time that such amount is payable to the Receiptholders under this Section 3.3(a)(ii)3.3, and the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be the extent that the Escrowed Funds and the amount paid pursuant to Subsection 3.3(d) are sufficient;
(d) the Corporation shall, as soon as practicable, and in any event no later than 5:00 p.m. (Montréal time) on the third (2nd) second Business Day following after the Termination Date, pay and deliver to the Subscription Receipt Agent an amount equal to the Escrowed Underwriters’ Fee in order to enable the Subscription Receipt Agent to effect the payment in full to Receiptholders of the amounts due to them under this Section 3.3;
(ive) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and;
(vf) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.3(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and at its registered address by no later than the Corporation to pay third (3rd) Business Day following the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.Termination Date; and
(cg) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.3(f) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed FundsFor greater certainty, interest or other monies held by the no Dividend Equivalent Payment will be made to holders of Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or deliveredReceipts if a Termination Event occurs.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a the Termination Event Time occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent thereof in writing (the “Termination Notice”) and shall issue a press release setting forth the occurrence Termination Date.
(b) If the Termination Time occurs, and upon receipt of the Termination Event;
(ii) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and Notice by the Subscription ReceiptReceipt Agent, a Common Share the subscription evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled (subject to receive only, no later than on the third Business Day following Section 3.3(d)) from and after the Termination Event:
(A) a Time, to payment in the aggregate amount of $134.50 of: (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion entitlement of the aggregate of any Earned Interest, less applicable withholding taxes;. The amount paid to each Receiptholder under (i) shall be satisfied by the Proceeds and the amount in (ii), if any, shall be satisfied by the Earned Interest.
(iiic) if If the Escrowed Funds in the Subscription Proceeds Account are Release Time does not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided occur by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt Deadline, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the CorporationDeadline.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.3(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and at its registered address by no later than the Corporation to pay third Business Day following the amounts specified in Section 3.3(a)(ii), unless (i) in receipt of the case of payment Termination Notice by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in this Section 3.3(b) 3.3 (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occursthe Northeast Alberta Acquisition is terminated, then:
(i) the Corporation Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Northeast Alberta Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the Trust shall forthwith notify the Subscription Receipt Escrow Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If the Receiptholders’ Northeast Alberta Acquisition is terminated, the Trust advises the Underwriters or announces to the public that it does not intend to proceed with the Northeast Alberta Acquisition or the Acquisition Time does not occur, in any such case, by the Deadline, the subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to from and after the Termination Payment Time, but shall receive only, no later earlier than on the third second Business Day following the Termination Event:
(A) Date, a payment in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest less applicable withholding taxes;
. The amount paid to each Receiptholder under (iiii) if shall be satisfied by the Escrowed Funds and the amount in (ii), if any, shall be satisfied by the Subscription Proceeds Account Earned Interest. If the Escrowed Funds are not sufficient satisfactory to meet the payment required by Section 3.3(a)(ii3.4(b), the Subscription Receipt Escrow Agent shall only make payments under Section 3.3(a)(ii) this section to the extent of the monies available in the Subscription Proceeds Account in accordance have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.6. The Subscription Receipt Escrow Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than 3.4 on the third second Business Day following the Termination Date;.
(ivc) Subscription Receipt If the Acquisition Time does not occur by the Deadline, registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(bd) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.4(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use registered holder of the LVTS, to the Receiptholder Subscription Receipt at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(b3.4(d) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any For greater certainty, any Escrowed Funds, interest or other monies held by the Subscription Receipt Escrow Agent pursuant hereto after the cheque, cheque or wire transfer or LVTS for the amount specified in Section 3.3(a)(ii3.4(d) has have been mailed or delivered, as the case may be, shall be delivered to the Corporation Trust as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Paramount Energy Trust)
Payment on Termination. (a) If a Termination Event occurs, then:
(ia) the Corporation shall forthwith notify the Subscription Receipt Agent and the Agents thereof in writing and shall issue a press release setting forth the occurrence of the Termination EventDate;
(iib) the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and Corporation shall deposit an amount representing 50% of the Agency Fee with the Subscription Receipt, a Common Share Receipt Agent no later than the Business Day following the Termination Date;
(c) the subscription evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date to a payment in the aggregate amount of $134.50 in respect of each of of: (i) such holder’s Subscription Receiptspro rata share of the Proceeds; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;
; and (iii) if the Escrowed Funds in the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) to the extent such holder’s pro rata share of 50% of the monies available in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause Agency Fee, less any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;applicable withholding taxes.
(ivd) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and;
(ve) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporation.
(b) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(iiSubsection 3.3(c) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder Receiptholders at its registered address. So long as CDS is address by no later than the sole registered Receiptholder, all payments of second Business Day following the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholders.Termination Date; and
(cf) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(d) Upon upon the mailing or delivery of any cheque, cheque or wire transfer or LVTS as provided in Section 3.3(bSubsection 3.3(e) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Gran Tierra Energy Inc.)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation Trust shall forthwith notify the Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent thereof and shall promptly issue a press news release setting forth announcing the occurrence of the a Termination Event;.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date, but shall receive no earlier than at the Termination Payment Time, a payment cheque or wire transfer, in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
and (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;, if any.
(iiic) if The amount paid to each Receiptholder under this Section 3.6 shall be satisfied by the Escrowed Funds and the Earned Interest; any amount not satisfied by the Escrowed Funds and the Earned Interest shall be satisfied by the Trust who shall deposit an amount equal to such shortfall in the Subscription Proceeds Escrow Account are not sufficient prior to meet the payment required by time that the amount is payable to the Receiptholders under this Section 3.3(a)(ii), the 3.6. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.6 to the extent of that the Escrowed Funds, the Earned Interest and the monies available in the Subscription Proceeds Account in accordance which have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts it pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;3.6 are sufficient.
(ivd) If the Acquisition Closing does not occur prior to the Acquisition Deadline, the Subscription Receipt registers shall be closed at the close of business 5:00 p.m. (Toronto time) on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.6).
(be) The obligation to make the payment of the amounts amount specified in Section 3.3(a)(ii3.6(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the registered Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied address or by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by making a wire transfer or LVTS, it shall be made by noon (Toronto time) on for the date on which the payment is to be made. The mailing account of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholdersholder through CDS.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(df) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b3.6(e) (and provided any such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such the Subscription Receipts relating thereto shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent thereof and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) If a Termination Event occurs, the Receiptholders’ subscription for, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share rights evidenced by each Subscription Receipt, Receipt shall be automatically terminated and cancelled and each Receiptholder shall only be entitled to receive only, no later than on the third Business Day following from and after the Termination Event:
(A) Date, but shall receive no earlier than at the Termination Payment Time, a payment cheque or wire transfer, in the aggregate amount of $134.50 (i) the Subscription Price in respect of each of such holder’s Subscription Receipts; and
, (Bii) such holder's ’s pro rata portion share of the aggregate of any Earned Interest, less applicable withholding taxes;
, if any, and (iii) such holder’s pro rata share of the Deemed Amount, less applicable withholding taxes, if any. The amount paid to each Receiptholder under this Section 3.8 shall be satisfied by the Escrowed Funds; any amount not satisfied by the Escrowed Funds in shall be satisfied by the Subscription Proceeds Account are not sufficient to meet the payment required by Section 3.3(a)(ii), the Corporation. The Subscription Receipt Agent shall only make payments under this Section 3.3(a)(ii) 3.8 to the extent of that the Escrowed Fund and the monies available in the Subscription Proceeds Account in accordance which have been deposited with Section 3.3(a)(ii) and promptly upon receipt of such additional monies as are provided by the Corporation it pursuant to Section 3.63.9 are sufficient. The Subscription Receipt Agent agrees to cause any amounts payable to be paid to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid 3.8 commencing no later than the third Business Day following the Termination Date;Payment Time.
(ivc) Subscription Receipt If a Termination Event occurs, the registers kept in accordance with Section 2.3 shall be closed at the close of business on the Termination Date; and
Date (v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid subject to the Corporationsettlement in accordance with this Section 3.8).
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii3.8(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, payable to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations holder of the Subscription Receipt Agent and the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment at its registered address or by cheque, such cheque is not paid at par on presentation and (ii) in the case of payment by wire transfer, such making a wire transfer is not actually received by for the Receiptholder. In either account of such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholdersholder through CDS.
(ce) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from If any amount payable to Receiptholders pursuant to Section 3.3(a)(ii3.8(b) is subject to withholding taxes, the Subscription Receipt Agent shall remit such amount as taxes to the proper tax authorities within the prescribed period of time under applicable laws and such amounts shall be deemed to satisfy the Subscription Receipt Agent, ’s and/or the Corporation or CDS is required or entitled Corporation’s obligation to deduct and withhold with respect to pay such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject amount to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the relevant Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(df) Upon the mailing or delivery of any cheque, cheque or the making of any wire transfer or LVTS as provided in Section 3.3(b) (and provided such cheque has been honoured for payment3.8(d), if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, cheque(s) or wire transfer or LVTS transfer(s) for the amount specified in Section 3.3(a)(ii3.8(d) has have been mailed mailed, delivered or deliveredcompleted, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Manulife Financial Corp)
Payment on Termination. (a) If a Termination Event occurs, then:
(i) the Corporation shall forthwith notify the Subscription Receipt Agent and the Lead Agent thereof in writing and shall issue a press release setting forth the occurrence of the Termination Event;Date.
(iib) the Receiptholders’ subscription forIf a Termination occurs, and right to receive, pursuant to this Agreement and the Subscription Receipt, a Common Share evidenced by each Subscription ReceiptReceipt shall, shall subject to Section 3.5(e) hereof, be automatically terminated and cancelled and each Receiptholder shall be entitled to receive only, no later than on out of the third Business Day following Escrowed Proceeds at the Termination Event:
Payment Time, an amount equal to (Ai) a payment in the amount of $134.50 Subscription Price in respect of each of such holder’s 's Subscription Receipts; and
and (Bii) such holder's pro rata portion share of the aggregate of any Earned Interest, Interest thereon less applicable withholding taxes;, if any.
(iiic) if The amounts paid to each Receiptholder under Section 3.5(b) shall be satisfied by the Escrowed Funds in Proceeds. To the extent that the Escrowed Proceeds are insufficient to refund to each Receiptholder an amount equal to the aggregate Subscription Price for the Subscription Proceeds Account are not sufficient to meet Receipts held by them plus such holder's pro rata share of the payment required by Section 3.3(a)(iiEarned Interest (a “Shortfall”), the Corporation shall be responsible and liable to the Receiptholders for any Shortfall and shall contribute such amounts as are necessary to satisfy any Shortfall such that each Receiptholder will receive an amount equal to the aggregate Subscription Price for the Subscription Receipts held plus such holder's pro rata share of the Earned Interest. In no case will the Subscription Receipt Agent shall only make payments under Section 3.3(a)(ii) or the Agents be liable to the extent of the monies available Receiptholders in the Subscription Proceeds Account in accordance with Section 3.3(a)(ii) and promptly upon receipt event of such additional monies as are provided by the Corporation pursuant to Section 3.6. The Subscription Receipt Agent agrees to cause any amounts payable to the holders of Subscription Receipts pursuant to this Section 3.3 to be paid no later than the third Business Day following the Termination Date;
(iv) Subscription Receipt registers shall be closed at the close of business on the Termination Date; and
(v) any remaining Escrowed Funds after the foregoing payments have been made shall be paid to the Corporationa Shortfall.
(bd) The obligation to make the payment of the amounts specified in Section 3.3(a)(ii3.5(b) shall be satisfied by mailing or delivering payment therefor by cheque or wire transfer or, in respect of 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) by the use of the LVTS, to the Receiptholder at its registered address. So long as CDS is the sole registered Receiptholder, all payments of the amounts specified in Section 3.3(a)(ii) shall be satisfied by LVTS. If payment is made by cheque, such cheque shall be forwarded to the Receiptholder at least three Business Days prior to the date on which the payment is to be made. If payment is made by wire transfer or LVTS, it shall be made by noon (Toronto time) on the date on which the payment is to be made. The mailing of such cheque or the making of such payment by wire transfer or LVTS shall, to the extent of the sum represented thereby, plus the amount of any taxes withheld, satisfy and discharge the obligations of the Subscription Receipt Agent and mailing cheques made payable to the Corporation to pay the amounts specified in Section 3.3(a)(ii), unless (i) in the case of payment by cheque, such cheque is not paid Receiptholders at par on presentation and (ii) in the case of payment by wire transfer, such wire transfer is not actually received by the Receiptholder. In either such case and upon receiving confirmatory evidence thereof, the Subscription Receipt Agent shall be obligated to immediately rectify such non-payment such that full payment is made to, and received by, the Receiptholderstheir registered addresses.
(c) The Subscription Receipt Agent shall be entitled to, or shall direct CDS to, deduct and withhold from any amount payable to Receiptholders pursuant to Section 3.3(a)(ii) such amount as the Subscription Receipt Agent, the Corporation or CDS is required or entitled to deduct and withhold with respect to such payment under the Income Tax Act (Canada) or any provisions of provincial, state, local or foreign tax law, in each case, as amended or succeeded and subject to the provisions of any applicable income tax treaty between Canada and the place where the Receiptholder is resident (provided such documentary evidence of entitlement to the benefits of such treaty as the Subscription Receipt Agent, the Corporation or CDS may reasonably request is timely provided). To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes as having been paid to the Receiptholder, provided that such withheld amounts are actually remitted in accordance with applicable law to the applicable taxing authority.
(de) Upon the mailing or delivery of any cheque, wire transfer or LVTS cheque as provided in Section 3.3(b3.5(d) (and and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts relating thereto held by a Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect. Any Escrowed Funds, interest or other monies held by the Subscription Receipt Agent pursuant hereto after the cheque, wire transfer or LVTS for the amount specified in Section 3.3(a)(ii) has been mailed or delivered, as the case may be, shall be delivered to the Corporation as soon as reasonably practicable thereafter, provided that the Subscription Receipt Agent shall retain sufficient Escrowed Funds to satisfy any cheques so mailed or delivered.
Appears in 1 contract
Samples: Subscription Receipt Agreement
