Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes: (a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders; (b) giving effect to any Extraordinary Resolution passed as provided in Article 7; (c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders; (d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof; (e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and (f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 3 contracts
Samples: Subscription Receipt Agreement, Subscription Receipt Agreement, Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Company (when authorized by action of the Investors directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shallwill, when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements or instruments supplemental heretoto this Agreement, which thereafter shall will form part hereofof this Agreement, for any one or more or all of the following purposes:
(a) setting forth any adjustments resulting from the application of the provisions of Article 7;
(b) adding to the provisions hereof of this Agreement such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of counsel to the Subscription Receipt Agent, relying on Counsel, Trustee prejudicial to the interests interest of the ReceiptholdersSpecial Warrantholders as a group;
(bc) giving effect to any Extraordinary Special Resolution passed as provided in Article 711;
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, under this Agreement provided that such the provisions are not, in the opinion of counsel to the Subscription Receipt Agent, relying on CounselTrustee, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders as a group;
(de) adding to or altering the provisions hereof of this Agreement in respect of the transfer of Subscription ReceiptsSpecial Warrants, making provision for the exchange of Subscription Receipt CertificatesSpecial Warrants, and making any modification in the form of the Subscription Receipt Certificates which Special Warrants that does not affect the substance thereofof the Special Warrants;
(ef) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation Company from any of the obligations, conditions or restrictions herein containedcontained in this Agreement, provided that no such modification or relief shall will be or become operative or effective only if, if in the opinion of counsel to the Subscription Receipt Agent, such Trustee the modification or relief in no way prejudices impairs any of the rights of the Receiptholders Special Warrantholders, as a group, or of the Subscription Receipt AgentTrustee, and provided further that the Subscription Receipt Agent Trustee may in its sole uncontrolled discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent Trustee when the same shall become such supplemental agreement becomes operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions hereinin this Agreement, provided that in the opinion of counsel to the Subscription Receipt Agent Trustee the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Special Warrantholders, as a group, are in no way prejudiced thereby.
Appears in 2 contracts
Samples: Special Warrant Agreement (Urbana Ca Inc), Special Warrant Agreement (Urbana Ca Inc)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Warrant Agent may, subject to the provisions hereof of this Agreement and to the prior approval of the TSX, if requiredToronto Stock Exchange, and they the Corporation and the Warrant Agent shall, when so directed in accordance with the provisions hereofby this Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereofof this Agreement, for any one or more or all of the following purposes:
(a) 9.1.1 setting forth adjustments in the application of the provisions of Article 4;
9.1.2 if and whenever required by any provisions of this Agreement, adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstances, provided provided, however, that the same are not not, in the opinion of the Subscription Receipt Warrant Agent, relying on Counsel, prejudicial to the interests of the ReceiptholdersWarrantholders;
(b) 9.1.3 giving effect to any Extraordinary Resolution passed extraordinary resolution adopted as provided in Article 78;
(c) 9.1.4 making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided provided, however, that such provisions are not, in the opinion of the Subscription Receipt Warrant Agent, relying on Counsel, prejudicial to the interests of the ReceiptholdersWarrantholders;
(d) 9.1.5 adding to or altering amending the provisions hereof in respect of the transfer of Subscription ReceiptsWarrants, making provision for the exchange of Subscription Receipt Certificates, Warrants and making any modification in the form of the Subscription Receipt Certificates which Warrants which, in the opinion of the Warrant Agent, does not affect the substance thereof;
(e) 9.1.6 modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, covenants, conditions or restrictions herein contained, provided provided, however, that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Warrant Agent, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Warrantholders or of the Subscription Receipt Warrant Agent, and provided further that the Subscription Receipt Warrant Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Warrant Agent when the same shall become operativeoperative or effective; and
(f) 9.1.7 for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Warrant Agent, the rights of the Subscription Receipt Warrant Agent and of the Receiptholders Warrantholders are in no way prejudiced thereby.
Appears in 2 contracts
Samples: Warrant Agreement (Domtar Inc /Canada), Warrant Agreement (Domtar Inc /Canada)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Company (when authorized by a resolution of its directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the prior approval of the TSX, if requiredTSX and the provisions of these presents, and they shall, when so directed in accordance with the provisions hereofrequired by any provision of this Indenture, execute and deliver by their proper officers, deeds, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 76 hereof;
(c) making such provisions not inconsistent with this Agreement Indenture as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Common Shares issuable upon the exercise or deemed exercise of the Special Warrants thereof on any stock exchange, or for the purpose of complying with applicable laws, provided that such provisions are not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates Special Warrant Certificate which does not affect the substance thereofof the Special Warrants;
(e) modifying evidencing any succession, or successive successions, of other bodies corporate to the Company and the assumption by any successor of the provisions of this Agreement, including relieving the Corporation from any covenants of the obligations, conditions or restrictions Company herein contained, provided that such modification or relief shall be or become operative or effective only if, and in the opinion of the Subscription Receipt Agent, such modification or relief Special Warrant Certificates contained as provided hereafter in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativethis Article 7; and
(f) for any other purpose not inconsistent with the terms of this AgreementIndenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Trustee, relying on the advice of counsel, the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Special Warrantholders are in no way prejudiced therebythereby and provided that the Trustee may in its uncontrolled discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Trustee when the same shall become operative.
Appears in 2 contracts
Samples: Special Warrant Indenture (Ivanhoe Mines LTD), Special Warrant Indenture (Ivanhoe Mines LTD)
Provision for Supplemental Agreements for Certain Purposes. From time to time time, and subject to any applicable regulatory approval, the Corporation, the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Gran Tierra Energy Inc.), Subscription Receipt Agreement (Gran Tierra Energy Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation (when authorized by the board of directors of the Corporation, the Investors ) and the Subscription Receipt Agent maymay without the consent of the Warrantholders, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, will when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, officers agreements or instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more or all of the following purposes:
(a) adding to setting forth any adjustments resulting from the application of the provisions hereof of Article 5;
(b) adding hereto such additional covenants and enforcement provisions as, for the benefit of Warrantholders as in the opinion of Counsel, Counsel are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholdersadvisable;
(bc) giving effect to any Extraordinary Resolution passed as provided in Article 78;
(cd) making such provisions not inconsistent with this Agreement as may be are necessary or desirable with respect to matters or questions arising hereunder, or for the purpose of obtaining a listing or quotation of the Warrants on any stock exchange, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, Agent relying on the opinion of Counsel, prejudicial materially adverse to the rights or interests of the ReceiptholdersWarrantholders as a group;
(de) adding to to, deleting or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for Warrants or the exchange of Subscription Receipt Warrant Certificates, and making any modification in the form of the Subscription Receipt Warrant Certificates which provided that any such action in the opinion of Counsel acceptable to the Agent does not materially adversely affect the substance thereofrights of the Warrantholder;
(ef) modifying or amending any of the provisions provision of this Agreement, including Agreement or relieving the Corporation from any of the obligationsobligation, conditions condition or restrictions restriction herein contained, provided except that no such modification or relief shall will be or become operative or effective only if, if in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices relying on the opinion of Counsel, it would impair any of the rights or interests of the Receiptholders Warrantholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole uncontrolled discretion decline to enter into any such supplemental agreement which in its opinion may will not afford adequate protection to the Subscription Receipt Agent when the same shall become it becomes operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguitiesambiguity, defective or inconsistent provisionsprovision, errors, mistakes error or omissions omission herein, provided that if in the opinion of the Subscription Receipt Agent relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders Warrantholders, as a group, are in no way not materially prejudiced thereby.
Appears in 2 contracts
Samples: Warrant Agreement (Kinross Gold Corp), Warrant Agreement (Kinross Gold Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCorporation (if properly authorized by its directors), the Investors BayFront and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredthis Agreement, and they shall, when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bc) giving effect to any Extraordinary Resolution resolution or extraordinary resolution passed as provided in Article 79;
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(de) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying amending any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification amendment or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, such modification amendment or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, relying on advice of Counsel may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Crosshair Exploration & Mining Corp), Subscription Receipt Agreement (Crosshair Exploration & Mining Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Company (when authorized by action of the Investors directors) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent, relying on the advice of Counsel;
(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, Counsel are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the Receiptholdersholders;
(bc) giving effect to any Extraordinary Resolution resolution or extraordinary resolution passed as provided in Article 78;
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the Receiptholdersholders;
(de) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders holders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, based on the advice of Counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, based on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders holders are in no way prejudiced thereby, in each case, without the consent of the holders.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Adira Energy Ltd.), Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 2 contracts
Samples: Subscription Receipt Agreement, Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Investor and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSXTSX and the NYSE, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 2 contracts
Samples: Subscription Receipt Agreement (Cae Inc), Subscription Receipt Agreement (Cae Inc)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, the Investors Agents and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, Agent relying on Counselcounsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselcounsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent relying on counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation (if properly authorized by its directors) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredthis Agreement, and they shall, when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bc) giving effect to any Extraordinary Resolution resolution or extraordinary resolution passed as provided in Article 7;9; 50793135.4
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(de) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying amending any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification amendment or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, such modification amendment or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, relying on advice of Counsel may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Crosshair Exploration & Mining Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationTrust (when authorized by action by AOG), the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Escrow Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Advantage Energy Income Fund)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and Austpro, the Subscription Receipt Agent and the Agents may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation or Austpro from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (WonderFi Technologies Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Canaccord Genuity and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not not, in the opinion of the Subscription Receipt Agent, Agent relying on the advice of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Special Resolution passed as provided in Article 79;
(c) evidencing the succession, or the successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in accordance with Section 10.2.
(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the Receiptholders;
(de) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, relying on the advice of counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement,;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Merus Labs International Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, GMP (for and on behalf of the Investors Agents) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersofficers agreements, agreements indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) increasing the number of Subscription Receipts authorized for issue hereunder and the corresponding number of Common Shares and Warrants to which Receiptholders are entitled;
(b) evidencing the succession, or successive successions, of any other person to the Company and the assumption by such successor of the covenants of, and obligations of, the Company under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not not, in the opinion of the Subscription Receipt Agent, relying on CounselAgent based upon the advice of counsel, prejudicial in any respect to the interests of the Receiptholders;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 77 hereof;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on CounselAgent based upon the advice of counsel, prejudicial to the interests of the Receiptholders;
(df) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Certificates and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent based upon the advice of counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent or the Receiptholders, when the same shall become it becomes operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction correcting or rectification of rectifying any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent based upon the advice of counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Americas Silver Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Corporation (when authorized by action of the Investors directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt AgentTrustee, relying based on the advice of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7VIII;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt AgentTrustee, relying based on the advice of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentTrustee, based on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Subscription Receiptholders or of the Subscription Receipt AgentTrustee, and provided further that the Subscription Receipt Agent Trustee may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, based on the advice of Counsel, may not afford adequate protection to the Subscription Receipt Agent Trustee when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Trustee, based on the advice of Counsel, the rights of the Subscription Receipt Agent Trustee and of the Subscription Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Catalyst Paper Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationZarlink, the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Zarlink from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may may, in its sole discretion discretion, decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Zarlink Semiconductor Inc)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Co-Lead Agents may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Purchaser and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and covenants, enforcement provisions and other provisions for the protection of Receiptholders as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not not, in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Agreement;
(e) making any modification of any of the provisions of this Agreement which, in the opinion of Counsel, is of a formal, minor or technical nature;
(f) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent relying on Counsel, such modification or relief in no way prejudices any of is not prejudicial to the rights interests of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction correcting or rectification of rectifying any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent relying on Counsel, the rights of the Subscription Receipt Agent and the Receiptholders are not materially prejudiced thereby; and
(i) for any other purpose not inconsistent with the terms of this Agreement provided that, in the opinion of the Subscription Receipt Agent relying on Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Manulife Financial Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporationtime, and subject to any applicable regulatory approval or stock exchange approval;, the Investors Corporation and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersReceiptholders or the Agents;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersReceiptholders or the Agents;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which which, relying on the opinion of Counsel, does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders Receiptholders, the Agents or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent or the Agents when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent Agent, the Agents and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Gran Tierra Energy Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and covenants, enforcement provisions and other provisions for the protection of Receiptholders as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not not, in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) evidencing the succession, or successive successions, of other corporations to the Corporation and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Agreement;
(e) making any modification of any of the provisions of this Agreement which, in the opinion of Counsel, is of a formal, minor or technical nature;
(f) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent relying on Counsel, such modification or relief in no way prejudices any of is not prejudicial to the rights interests of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction correcting or rectification of rectifying any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent relying on Counsel, the rights of the Subscription Receipt Agent and the Receiptholders are not materially prejudiced thereby; and
(i) for any other purpose not inconsistent with the terms of this Agreement provided that, in the opinion of the Subscription Receipt Agent relying on Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Manulife Financial Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and receipt of the approval of the TSXOTCBB, if requiredapplicable, and they shallwill, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersofficers or proper authorized persons, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying Trustee (based on the opinion of Counsel, ) prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying Trustee (based on the opinion of Counsel), prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be is or become becomes operative or effective only if, in the opinion of the Subscription Receipt AgentTrustee (based on the opinion of Counsel), such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt AgentTrustee, and provided further that the Subscription Receipt Agent Trustee may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent Trustee when the same shall become operativebecomes operative or effective; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Trustee (based on the opinion of Counsel), the rights of the Subscription Receipt Agent Trustee and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Australian Canadian Oil Royalties LTD)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Agent and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSXTSXV and NASDAQ, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Engine Gaming & Media, Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation (when authorized by the board of directors of the Corporation, the Investors ) and the Subscription Receipt Agent maymay without the consent of the Warrantholders, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, will when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, officers agreements or instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more or all of the following purposes:
(a) adding to setting forth any adjustments resulting from the application of the provisions hereof of Article 5;
(b) adding hereto such additional covenants and enforcement provisions as, for the benefit of Warrantholders as in the opinion of Counsel, Counsel are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholdersadvisable;
(bc) giving effect to any Extraordinary Resolution passed as provided in Article 78;
(cd) making such provisions not inconsistent with this Agreement as may be are necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions and are not, in the opinion of the Subscription Receipt Agent, Agent relying on the opinion of Counsel, prejudicial materially adverse to the rights or interests of the ReceiptholdersWarrantholders as a group;
(de) adding to to, deleting or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for Warrants or the exchange of Subscription Receipt Warrant Certificates, and making any modification in the form of the Subscription Receipt Warrant Certificates which provided that any such action in the opinion of Counsel acceptable to the Agent does not materially adversely affect the substance thereofrights of the Warrantholder;
(ef) modifying or amending any of the provisions provision of this Agreement, including Agreement or relieving the Corporation from any of the obligationsobligation, conditions condition or restrictions restriction herein contained, provided except that no such modification or relief shall will be or become operative or effective only if, if in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices relying on the opinion of Counsel, it would impair any of the rights or interests of the Receiptholders Warrantholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole uncontrolled discretion decline to enter into any such supplemental agreement which in its opinion may will not afford adequate protection to the Subscription Receipt Agent when the same shall become it becomes operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguitiesambiguity, defective or inconsistent provisionsprovision, errors, mistakes error or omissions omission herein, provided that if in the opinion of the Subscription Receipt Agent relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders Warrantholders, as a group, are in no way not materially prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Company (when authorized by action of the Investors directors) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholder;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholder;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt CertificatesReceipts, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders Subscription Receiptholder or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, based on the advice of Counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, based on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders Subscription Receiptholder are in no way prejudiced thereby; and
(g) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent, relying on the advice of Counsel.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationTrust (when authorized by action by the Administrator), the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Escrow Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Canetic Resources Trust)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to any required stock exchange and regulatory approvals, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Bellatrix Exploration Ltd.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Spartan and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation or Spartan from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, Kitrinor, the Investors Lead Agent, for and on behalf of the Agents and the Subscription Receipt Agent maymay jointly, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, officers agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) increasing the number of Subscription Receipts authorized for issue hereunder and the corresponding number of Resulting Issuer Shares to which Receiptholders are entitled;
(b) evidencing the succession, or successive successions, of any other person to the Company or Kitrinor and the assumption by such successor of the covenants of, and obligations of, the Company or Kitrinor under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Company Counsel or Kitrinor Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not not, in the opinion of the Subscription Receipt Agent, relying on Agent based upon the advice of Company Counsel, prejudicial in any respect to the interests of the Receiptholders;
(bd) giving effect to any Extraordinary Resolution passed as provided in Article 77 only insofar as it is agreed upon by the Company and not prejudicial to the Company;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Agent based upon the advice of Counsel, prejudicial to the interests of the Receiptholders;
(df) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Certificates and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent based upon the advice of Company Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent or the Receiptholders, when the same shall become it becomes operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction correcting or rectification of rectifying any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent based upon the advice of Company Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Scythian Biosciences Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Company (when authorized by a resolution of its directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the prior approval of the TSX, if requirednecessary, and the provisions of this Indenture, and they shall, when so directed in accordance with the provisions hereofrequired by any provision of this Indenture, execute and deliver by their proper officers, deeds, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 76 hereof;
(c) making such provisions not inconsistent with this Agreement Indenture as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Underlying Securities issuable upon the exercise or deemed exercise of the Special Warrants thereof on any stock exchange, or for the purpose of complying with applicable laws, provided that such provisions are not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates Special Warrant Certificate which does not affect the substance thereofof the Special Warrants;
(e) modifying evidencing any succession, or successive successions, of other bodies corporate or other persons to the Company and the assumption by any successor of the provisions of this Agreement, including relieving the Corporation from any covenants of the obligations, conditions or restrictions Company contained herein contained, provided that such modification or relief shall be or become operative or effective only if, and in the opinion of the Subscription Receipt Agent, such modification or relief Special Warrant Certificates contained as provided hereafter in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativethis Article 7; and
(f) for any other purpose not inconsistent with the terms of this AgreementIndenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Trustee, relying on the advice of counsel, the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Special Warrantholders are in no way prejudiced therebythereby and provided that the Trustee may in its uncontrolled discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Trustee when the same shall become operative.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Company (when authorized by a resolution of its directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the approval of the TSX, if requiredthis Indenture, and they shall, when so directed in accordance with the provisions hereofrequired by any provision of this Indenture, execute and deliver by their proper officers, deeds, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not not, in the opinion of the Subscription Receipt AgentTrustee, relying based on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersWarrantholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 76 hereof;
(c) making such provisions not inconsistent with this Agreement Indenture as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Common Shares issuable upon the exercise of the Warrants on any stock exchange, or for the purpose of complying with applicable laws, provided that such provisions are not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersWarrantholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates Warrant Certificate which does not affect the substance thereofof the Warrants;
(e) modifying evidencing any succession, or successive successions, of other bodies corporate, trusts, partnerships or other entities to the Company and the assumption by any successor of the provisions of this Agreement, including relieving the Corporation from any covenants of the obligations, conditions or restrictions Company contained herein contained, provided that such modification or relief shall be or become operative or effective only if, and in the opinion of the Subscription Receipt Agent, such modification or relief Warrant Certificates as provided hereafter in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativethis Article 7; and
(f) for any other purpose not inconsistent with the terms of this AgreementIndenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Trustee, relying on the advice of counsel, the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Warrantholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Joint Bookrunners, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, other than those in Section 2.16, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Agents may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the advice of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, or would reduce the Agents’ Remaining Compensation or impair the entitlement of the Agents to such amount, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, and Xxxxxxx, on behalf of the Investors Agents, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to any required regulatory approvals, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counselthe advice of its counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe advice of its counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of its counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the advice of its counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby. The Subscription Receipt Agent may rely on any advice or opinions of Counsel it determines necessary in order to furnish any opinion required by this Section 8.1.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation (if properly authorized by its directors) and the Subscription Receipt and Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredthis Agreement, and they shall, when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt and Escrow Agent, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 79;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt and Escrow Agent, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying amending any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification amendment or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt and Escrow Agent, relying on the advice of counsel, such modification amendment or relief in no way impairs or prejudices any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt and Escrow Agent, and provided further that the Subscription Receipt and Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt and Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions hereinherein that do not affect the substances hereof, provided that that, in the opinion of the Subscription Receipt Agent and Escrow Agent, relying on the advice of counsel, the rights of the Subscription Receipt and Escrow Agent and of the Subscription Receiptholders as a group are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt and Escrow Agreement (Liberty Silver Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Corporation (when authorized by the Investors directors) and the Subscription Receipt Agent may, with the prior consent of the Lead Underwriters, such consent not to be unreasonably withheld, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, will when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, officers agreements or instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof hereto such additional covenants and enforcement provisions as, as in the opinion of Counsel, counsel are necessary or advisable in the circumstancesadvisable, provided that the same and are not in the opinion of the Subscription Receipt Agent, relying on Counselopinion of counsel, prejudicial to the interests interest of the Subscription Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7Nine hereof;
(c) adding to, deleting or altering the provisions hereof in respect of the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates that does not affect the substance thereof;
(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying Agent which may for such purposes rely on Counselthe opinion of counsel, prejudicial to the interests of the Subscription Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions provision of this AgreementAgreement (including, including without limitation, making any modification which increases the number or amount of Special Warrants issuable pursuant to the Subscription Receipts) or relieving the Corporation from any of the obligationsobligation, conditions condition or restrictions restriction herein contained, provided except that no such modification or relief shall will be or become operative or effective only if, if in the opinion of counsel it would impair any right of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole uncontrolled discretion decline to enter into any such supplemental agreement Agreement which in its opinion may will not afford adequate protection to the Subscription Receipt Agent when the same shall become it becomes operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguitiesambiguity, defective or inconsistent provisionsprovision, errors, mistakes error or omissions omission herein, provided that if in the opinion of the Subscription Receipt Agent counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are in no way not prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Agent and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) : adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstances, provided that the same are not in the opinion of by the Subscription Receipt Agent, relying on Counselan opinion of counsel to the Corporation, provided that such changes are not prejudicial to the interests of the Receiptholders;
(b) giving effect Receiptholders based on the opinion of counsel to the Corporation; evidencing the succession, or the successive successions, of any Extraordinary Resolution passed as provided other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in Article 7;
(c) accordance with Section 9.2; making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel to the Corporation, prejudicial to the interests of the Receiptholders;
(d) ; adding to or altering the provisions hereof in respect of the transfer transferability of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) ; modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel to the Corporation, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion (acting reasonably) may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) and for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of counsel to the Corporation, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationTrust (when authorized by action by the Administrator), the Investors Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Escrow Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Paramount Energy Trust)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationTrust, the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersauthorized representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may may, in its sole discretion discretion, decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent (relying on the opinion of Counsel) the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced therebythereby and in the opinion of the Lead Underwriter, such modification in no way prejudices the rights of the Underwriters.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent Purchasers may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersauthorized representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt AgentCorporation, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt AgentCorporation, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentCorporation, relying on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativeReceiptholders; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Corporation (relying on the opinion of Counsel) the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer transferability of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby; and
(i) setting forth any adjustment resulting from the application of Article 7.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation (when authorized by a resolution of its directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the approval of the TSX, if requiredthese presents, and they shall, when so directed in accordance with the provisions hereofrequired by any provision of this Indenture, execute and deliver by their proper officers, deeds, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not not, in the opinion of counsel to the Subscription Receipt Agent, relying on CounselTrustee, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 76 hereof;
(c) making such provisions not inconsistent with this Agreement Indenture as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Common Shares issuable upon the exercise of the Special Warrants thereof on any stock exchange, or for the purpose of complying with applicable laws, provided that such provisions are not, in the opinion of counsel to the Subscription Receipt Agent, relying on CounselTrustee, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates Special Warrant Certificate which does not affect the substance thereofof the Special Warrants;
(e) modifying evidencing any succession, or successive successions, of other bodies corporate to the Corporation and the assumption by any successor of the provisions covenants of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, and in the opinion of the Subscription Receipt Agent, such modification or relief Special Warrant Certificates contained as provided hereafter in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativethis Article 7; and
(f) for any other purpose not inconsistent with the terms of this AgreementIndenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Trustee, the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Special Warrantholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Cormark, on behalf of the Investors Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersauthorized representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, Agent relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may may, in its sole discretion discretion, decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent (relying on the opinion of Counsel) the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced therebythereby and in the opinion of Cormark, such modification in no way prejudices the rights of the Underwriters.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Americas Gold & Silver Corp)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Lead Agent on behalf of the Agents may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Joint Bookrunners, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersauthorized representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, as may be required by the Subscription Receipt Agent, such modification or relief in no way prejudices is not prejudicial to any of the rights interests of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may may, in its sole discretion discretion, decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent (relying on the opinion of Counsel, as may be required by the Subscription Receipt Agent) the rights of the Subscription Receipt Agent and of the Receiptholders are in no way not prejudiced thereby; and
(g) setting forth any adjustments resulting from the application of the provisions of Article 5 hereof.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Corporation (when authorized by action of the Investors directors) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7VIII;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying based on the advice of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the advice of Counsel, such modification or relief in no way prejudices any of the rights of the Subscription Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion opinion, based on the advice of Counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, based on the advice of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Postmedia Network Canada Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCorporation (when authorized by its Directors), the Investors and the Subscription Receipt Agent and the Lead Agent on behalf of the Agents may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of counsel to the Subscription Receipt Agent;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel to the Subscription Receipt Agent, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel to the Subscription Receipt Agent, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel to the Subscription Receipt Agent, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of counsel to the Subscription Receipt Agent, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Co-Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to any required regulatory approvals, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on upon the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on upon the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying upon the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying upon the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Baytex Energy Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement,;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Corporation (when authorized by the Investors directors) and the Subscription Receipt Agent may, with the prior consent of the Lead Agent, such consent not to be unreasonably withheld, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, will when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements officers Agreements or instruments supplemental hereto, which thereafter shall will form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof hereto such additional covenants and enforcement provisions as, as in the opinion of Counsel, counsel are necessary or advisable in the circumstancesadvisable, provided that the same and are not in the opinion of the Subscription Receipt Agent, relying on Counselopinion of counsel, prejudicial to the interests interest of the Subscription Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7Eight hereof;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunderadding to, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to deleting or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange conversion of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which that does not affect the substance thereof;
(ed) modifying any of the provisions provision of this AgreementAgreement (including, including without limitation, making any modification which increases the number or amount of Common Shares issuable pursuant to the Subscription Receipts) or relieving the Corporation from any of the obligationsobligation, conditions condition or restrictions restriction herein contained, provided except that no such modification or relief shall will be or become operative or effective only if, if in the opinion of counsel it would impair any right of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole uncontrolled discretion decline to enter into any such supplemental agreement Agreement which in its opinion may will not afford adequate protection to the Subscription Receipt Agent when the same shall become it becomes operative; and
(fe) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguitiesambiguity, defective or inconsistent provisionsprovision, errors, mistakes error or omissions omission herein, provided that if in the opinion of the Subscription Receipt Agent counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are in no way not prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, the Investors and the Subscription Receipt Agent and the Lead Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other Person to the Company and the assumption by such successor of the covenants of, and obligations of, the Company under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 710;
(ce) setting forth any adjustments resulting from the application of Article 8;
(f) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(dg) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eh) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fi) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Corporation (when authorized by action of the Investors directors) and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying based on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholder;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying based on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholder;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt CertificatesReceipts, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders Subscription Receiptholder or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion, based on the opinion of Counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, based on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders Subscription Receiptholder are in no way prejudiced thereby; and
(g) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent, provided the same are not prejudicial to the interests of the Subscription Receiptholders, based on the opinion of Counsel.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Company (when authorized by a resolution of its directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the prior approval of the TSX, if requiredTSE and the provisions of these presents, and they shall, when so directed in accordance with the provisions hereofrequired by any provision of this Indenture, execute and deliver by their proper officers, deeds, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 76 hereof;
(c) making such provisions not inconsistent with this Agreement Indenture as may be necessary or desirable with respect to matters or questions arising hereunderhereunder or for the purpose of obtaining a listing or quotation of the Common Shares issuable upon the exercise or deemed exercise of the Special Warrants thereof on any stock exchange, or for the purpose of complying with applicable laws, provided that such provisions are not, in the opinion of the Subscription Receipt AgentTrustee, relying on Counselthe advice of counsel, prejudicial to the interests of the ReceiptholdersSpecial Warrantholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates Special Warrant Certificate which does not affect the substance thereofof the Special Warrants;
(e) modifying evidencing any succession, or successive successions, of other bodies corporate to the Company and the assumption by any successor of the provisions of this Agreement, including relieving the Corporation from any covenants of the obligations, conditions or restrictions Company herein contained, provided that such modification or relief shall be or become operative or effective only if, and in the opinion of the Subscription Receipt Agent, such modification or relief Special Warrant Certificates contained as provided hereafter in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operativethis Article 7; and
(f) for any other purpose not inconsistent with the terms of this AgreementIndenture, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Trustee, relying on the advice of counsel, the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Special Warrantholders are in no way prejudiced therebythereby and provided that the Trustee may in its uncontrolled discretion decline to enter into any such supplemental indenture which in its opinion may not afford adequate protection to the Trustee when the same shall become operative.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Lead Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officersauthorized representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests rights of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in accordance with Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests rights of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the advice of Counsel, as may be required by the Subscription Receipt Agent, such modification or relief in no way prejudices is not prejudicial to any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may may, in its sole discretion discretion, decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and;
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent (relying on the opinion of Counsel, as may be required by the Subscription Receipt Agent) the rights of the Subscription Receipt Agent and of the Receiptholders are in no way not prejudiced thereby; and
(g) setting forth any adjustments resulting from the application of the provisions of Article 5 hereof.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders, and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group, or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Lead Agent and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstances, provided that the same are not in the opinion of by the Subscription Receipt Agent, relying on Counsel, provided that such changes are not prejudicial to the interests of the ReceiptholdersReceiptholders based on the opinion of counsel to the Corporation;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 79;
(c) evidencing the succession, or the successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in accordance with Section 10.2;
(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel to the Corporation, prejudicial to the interests of the Receiptholders;
(de) adding to or altering the provisions hereof in respect of the transfer transferability of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel to the Corporation, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion (acting reasonably) may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of counsel to the Corporation, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 78;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time time, and subject to any applicable regulatory approval, the Corporation, the Investors Co- Lead Underwriters, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, subject to a resolution of the Investors board of directors of the Corporation and with the consent of the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to any required regulatory approvals, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby. The Subscription Receipt Agent may rely on any advice or opinions of Counsel it determines necessary in order to furnish any opinion required by this Section 9.1.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Flow-Through Unit Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Flow-Through Unit Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Flow-Through Unit Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement,;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersFlow- Through Unit Subscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Flow-Through Unit Subscription Receipts, making provision for the exchange of Receiptholders as a group; Subscription Receipt Certificates, Receipts and making any modification in the form of the Flow-Through Unit Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Agents and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to any required regulatory approvals, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby. The Subscription Receipt Agent may rely on any advice or opinions of Counsel it determines necessary in order to furnish any opinion required by it under this Section 8.1.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Obsidian Energy Ltd.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Cresco, the Investors Joint Bookrunner and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstances, provided that the same are not in the opinion of by the Subscription Receipt Agent, relying on Counsel, provided that such changes are not prejudicial to the interests of the ReceiptholdersReceiptholders based on the opinion of counsel to the Corporation;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 79;
(c) evidencing the succession, or the successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in accordance with Section 10.2;
(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel to the Corporation, prejudicial to the interests of the Receiptholders;
(de) adding to or altering the provisions hereof in respect of the transfer transferability of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel to the Corporation, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion (acting reasonably) may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of counsel to the Corporation, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From Subject to the prior written approval of the Toronto Stock Exchange, from time to time the CorporationTrust (when authorized by action by the Administrator), the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Escrow Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;,
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Canetic Resources Trust)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Agent and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same such changes are not in the opinion of the Subscription Receipt Agent, relying on Counselacting reasonably, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 79;
(c) evidencing the succession, or the successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement in accordance with Section 10.2;
(d) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselacting reasonably, prejudicial to the interests of the Receiptholders;
(de) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, acting reasonably, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, acting reasonably, the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Xxxxxxxx and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Escrow Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Escrow Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Mongoose from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Escrow Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Escrow Agent the rights of the Subscription Receipt Escrow Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, the Investors and the Subscription Receipt Agent and the Lead Underwriter may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other Person to the Company and the assumption by such successor of the covenants of, and obligations of, the Company under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 710;
(ce) setting forth any adjustments resulting from the application of Article 8;
(f) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(dg) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eh) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fi) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and the Subscription Receipt Agent and the Underwriters, may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Integra Resources Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Receiptholder and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(b) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel, prejudicial to the interests of the ReceiptholdersReceiptholder;
(bc) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 79;
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselthe opinion of counsel, prejudicial to the interests of the ReceiptholdersReceiptholder;
(de) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(ef) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Receiptholder or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Receiptholders Receiptholder as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the Subscription Receipt Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional Second Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 78;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of Second Subscription Receipts, Receipts and making provision for the exchange of Second Subscription Receipt Certificates, Receipts and making any modification in the form of any certificates representing the Second Subscription Receipt Certificates Receipts which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders Subscription Receiptholders, as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Second Subscription Receipt Agreement (Renaissance Oil Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationTrust (when authorized by action by the Trustee), the Investors Lead Underwriter, on behalf of the Underwriters, and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, Agent prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Trust from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Harvest Energy Trust)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Corporation and the FT Subscription Receipt Agent may, without the consent of the FT Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) providing for the issuance of additional FT Subscription Receipts hereunder and any consequential amendments hereto as may be required by the FT Subscription Receipt Agent;
(b) evidencing the succession, or successive successions, of any other person to the Corporation and the assumption by such successor of the covenants of, and obligations of the Corporation under this Agreement;
(c) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the FT Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersFT Subscription Receiptholders as a group;
(bd) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 78;
(ce) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the FT Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersFT Subscription Receiptholders as a group;
(df) adding to or altering amending the provisions hereof in respect of the transfer of FT Subscription Receipts, making provision for the exchange of FT Subscription Receipt Certificates, Receipts and making any modification in the form of the FT Subscription Receipt Certificates which does not affect the substance thereof;
(eg) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the FT Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Receiptholders FT Subscription Receiptholders, as a group or of the FT Subscription Receipt Agent, and provided further that the FT Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the FT Subscription Receipt Agent when the same shall become operative; and
(fh) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the FT Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the FT Subscription Receipt Agent and of the FT Subscription Receiptholders as a group are in no way not materially prejudiced thereby.
Appears in 1 contract
Samples: Ft Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, Company (when authorized by action of the Investors directors) and the Subscription Receipt Agent Trustee may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shallwill, when so directed in accordance with the provisions hereofhereby, execute and deliver by their proper officers, agreements or instruments supplemental heretoto this Agreement, which thereafter shall will form part hereofof this Agreement, for any one or more or all of the following purposes:
(a) setting forth any adjustments resulting from the application of the provisions of Article 7;
(b) adding to the provisions hereof of this Agreement such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of counsel to the Subscription Receipt Agent, relying on Counsel, Trustee prejudicial to the interests interest of the ReceiptholdersWarrantholders as a group;
(bc) giving effect to any Extraordinary Special Resolution passed as provided in Article 710;
(cd) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, under this Agreement provided that such the provisions are not, in the opinion of counsel to the Subscription Receipt Agent, relying on CounselTrustee, prejudicial to the interests of the ReceiptholdersWarrantholders as a group;
(de) adding to or altering the provisions hereof of this Agreement in respect of the transfer of Subscription ReceiptsUnit Warrants, making provision for the exchange of Subscription Receipt CertificatesUnit Warrants, and making any modification in the form of the Subscription Receipt Certificates which Unit Warrants that does not affect the substance thereofof the Unit Warrants;
(ef) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation Company from any of the obligations, conditions or restrictions herein containedcontained in this Agreement, provided that no such modification or relief shall will be or become operative or effective only if, if in the opinion of counsel to the Subscription Receipt Agent, such Trustee the modification or relief in no way prejudices impairs any of the rights of the Receiptholders Warrantholders, as a group, or of the Subscription Receipt AgentTrustee, and provided further that the Subscription Receipt Agent Trustee may in its sole uncontrolled discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent Trustee when the same shall become such supplemental agreement becomes operative; and
(fg) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes errors or omissions hereinin this Agreement, provided that in the opinion of counsel to the Subscription Receipt Agent Trustee the rights of the Subscription Receipt Agent Trustee and of the Receiptholders Warrantholders, as a group, are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Subscription Receipt Agent, the Underwriters and the Subscription Receipt Agent Private Placement Subscriber, may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Integra Resources Corp.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors and Navasota, the Subscription Receipt Agent and the Lead Agent may, without the consent of the Subscription Receiptholders and subject to the provisions hereof and the approval of the TSX, if required, and they shall, when so directed in accordance with the provisions hereofthis Agreement, execute and deliver by their proper officers, amendments or agreements or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a1) providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Subscription Receiptholders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel;
(2) evidencing the succession, or successive successions, of any other Person to the Corporation and the assumption by such successor of the covenants of, and obligations of, the Corporation under this Agreement;
(3) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, as are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(b4) giving effect to any resolution or Extraordinary Resolution passed as provided in Article 9;
(5) setting forth any adjustments resulting from the application of Article 7;
(c6) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, hereunder provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, prejudicial to the interests of the ReceiptholdersSubscription Receiptholders as a group;
(d7) adding to or altering amending the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, Receipts and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) 8) modifying any of the provisions of this Agreement, including Agreement or relieving the Corporation or Navasota from any of the obligations, conditions or restrictions herein contained, provided that no such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel, such modification or relief in no way prejudices impairs any of the rights of the Subscription Receiptholders as a group or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such amendment or supplemental agreement or instrument which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f9) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the opinion of the Subscription Receipt Agent Agent, relying on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders as a group are in no way not prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany, the Investors and Agents, the Subscription Receipt Agent and the U.S. Escrow Agent may, subject to the provisions hereof and the approval of the TSX, if requiredsubject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counselcounsel, are necessary or advisable in the circumstancespremises, provided that the same are not in the opinion of the Subscription Receipt Agent, Agent relying on Counselcounsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution special resolution passed as provided in Article 78;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent, relying on Counselcounsel, prejudicial to the interests of the Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt AgentAgent relying on counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders or of the Subscription Receipt Agent or the U.S. Escrow Agent, and provided further that each of the Subscription Receipt Agent and the U.S. Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent or the U.S. Escrow Agent, as applicable, when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent the rights of the Subscription Receipt Agent and of the Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Swisher Hygiene Inc.)
Provision for Supplemental Agreements for Certain Purposes. From time to time the Corporation, the Investors Agent and the Subscription Receipt Escrow Agent may, subject to the provisions hereof and the approval of the TSXregulatory or exchange approval, if required, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstances, provided that the same are not in the opinion of the Subscription Receipt Agent, relying on Counsel, prejudicial to the interests of the Receiptholders;
(b) giving effect to any Extraordinary Resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the reasonable opinion of the Subscription Receipt Agent, relying Escrow Agent on Counselthe advice of its counsel, prejudicial to the interests of the ReceiptholdersShareholders or the holders of the Subscription Receipts;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(eb) modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the reasonable opinion of the Subscription Receipt AgentEscrow Agent on the advice of its counsel, such modification or relief in no way prejudices any of the rights of the Receiptholders Shareholders, the holders of the Subscription Receipts or of the Subscription Receipt Escrow Agent, and provided further that the Subscription Receipt Escrow Agent may in its sole discretion decline to enter into any such supplemental agreement which in its reasonable opinion may not afford adequate protection to the Subscription Receipt Escrow Agent when the same shall become operative; and
(fc) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that that, in the reasonable opinion of the Subscription Receipt Escrow Agent on the advice of its counsel, the rights of the Subscription Receipt Agent Escrow Agent, the Shareholders and the holders of the Receiptholders Subscription Receipts are in no way prejudiced thereby.
Appears in 1 contract
Provision for Supplemental Agreements for Certain Purposes. From time to time the CorporationCompany (when authorized by action of the directors), the Investors Agent and the Subscription Receipt Agent may, subject to the provisions hereof and the approval of the TSX, if requiredhereof, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agreements agreements, indentures or instruments supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
(a) adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the circumstancesadvisable, provided that the same are not in the opinion of the Subscription Receipt Agent, relying based on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(b) giving effect to any Extraordinary Resolution extraordinary resolution passed as provided in Article 7;
(c) making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Agent or the Subscription Receipt Agent, relying based on the opinion of Counsel, prejudicial to the interests of the Subscription Receiptholders;
(d) adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof;
(e) modifying any of the provisions of this Agreement, including relieving the Corporation Company from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent, based on the opinion of Counsel, such modification or relief in no way prejudices any of the rights of the Subscription Receiptholders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion, based on the opinion of Counsel, may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; and
(f) for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent Agent, based on the opinion of Counsel, the rights of the Subscription Receipt Agent and of the Subscription Receiptholders are in no way prejudiced thereby.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Response Biomedical Corp)
