Release of Escrowed Funds on Termination. (1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Co-Lead Agents, or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder's Subscription Receipts; and (ii) such holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made. (2) The amounts paid to each Subscription Receiptholder under Section 6.4(1) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1) hereof, the Corporation shall be responsible and liable to the Subscription Receiptholder for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfall. (3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses. (4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall within 4 Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference. (5) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(3) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Release of Escrowed Funds on Termination.
(1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Co-Lead AgentsAgent, or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to to: (ia) the aggregate Offering Price in respect of such holder's Subscription Receipts; and (iib) such holder's pro rata share of the Earned Interest, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2) The amounts paid to each Subscription Receiptholder under Section 6.4(1(1) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1(1) hereof, the Corporation IMC shall be responsible and liable to the Subscription Receiptholder for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfall.
(3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.addresses.
(4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation IMC shall within 4 2 Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference.
(5) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(3) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Release of Escrowed Funds on Termination.
(1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Co-Lead Agents, or the Corporation announces to the public that it does not not intend to, or determines that it will not be able to, to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline Deadline, each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (ia) the aggregate Offering Price in respect of such holder's ’s Subscription Receipts; and (iib) such holder's ’s pro rata share of the Earned Interest, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2) The amounts paid to each Subscription Receiptholder under Section 6.4(1) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Corporation or Subscription Receiptholder Receiptholder, as the amounts due to them under Section 6.4(1) hereofcase may be, receives a payment in respect of Earned Interest, the Corporation or Subscription Receiptholder, as the case may be, shall be responsible deemed to have earned such Earned Interest for the purposes of the reporting or the withholding of taxes, if any, and liable the parties shall report the earning of such Earned Interest for income tax purposes in a manner consistent with the foregoing. For tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall (a) to the Subscription Receiptholder for any shortfall and shall contribute extent such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, interest is distributed by the Subscription Receipt Agent to any person or entity pursuant to the terms of this Agreement during such tax year, be allocated to such person or entity; and (b) otherwise be allocated to the Corporation in the taxation year that it was earned, notwithstanding that no such amount has been distributed. The Subscription Receiptholders and the Co-Lead Agents will not be responsible or liable for Corporation agree to provide the Subscription Receipt Agent with their certified tax identification numbers and others forms, documents and information that the Subscription Receipt Agent may request in order to fulfill any such shortfalltax reporting function.
(3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.addresses.
(4) If, at the Termination Time, and after the payments in Section 6.4(1) have been satisfied, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall shall: (a) within 4 two (2) Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference; or (b) within five (5) Business Days of the Termination Date, mail payment representing such difference by cheque or cheques payable to the Subscription Receiptholders to the addresses specified for such Subscription Receiptholders in the register kept with the Subscription Receipt Agent.
(5) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(36.4(4) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six (6) months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Fire & Flower Holdings Corp.)
Release of Escrowed Funds on Termination.
(1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Co-Lead Agent, on behalf of the Agents, or the Corporation announces to the public that it does not not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(56.4(6) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder's ’s Subscription Receipts; and (ii) such holder's ’s pro rata share of the Earned Interest, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2) The amounts paid to each Subscription Receiptholder under Section 6.4(1) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1) hereof, the Corporation shall be solely responsible and liable to the Subscription Receiptholder for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfall.
(3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.addresses
(4) If the Termination Time occurs, the Corporation hereby covenants and agrees that it shall within two (2) Business Days of the Termination Date provide the Subscription Receipt Agent with the outstanding amount of the Agents’ Expenses, for purposes of distribution to the Subscription Receiptholders in accordance with Section 6.4(5) below.
(5) If, at the Termination Time, and after the payments in Section 6.4(4) have been satisfied, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall shall: (i) within 4 two (2) Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference; or (ii) within five (5) Business Days of the Termination Date, mail payment representing such difference by cheque or cheques payable to the Subscription Receiptholders to the addresses specified for such Subscription Receiptholders in the register kept with the Subscription Receipt Agent.
(56) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(3) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement (WonderFi Technologies Inc.)
Release of Escrowed Funds on Termination.
(1) In the event that a Termination Event occurs, the Corporation shall forthwith deliver a Termination Notice is delivered to the Subscription Receiptholders, the Subscription Receipt Agent and the Co-Lead AgentsAgent stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(56.4(4) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to the greater of (i) the aggregate Offering Price in respect of such holder's ’s Subscription Receipts; and (ii) such holder's ’s pro rata share of the Earned InterestEscrowed Funds, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2) The amounts paid to each Subscription Receiptholder under Section 6.4(1) hereof shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1) hereof, the Corporation shall be responsible and liable to the Subscription Receiptholder Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, being an amount not less than the aggregate Offering Price in respect of such holder’s Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfallReceipts.
(3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.addresses.
(4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall within 4 Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference.
(5) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(3) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Release of Escrowed Funds on Termination.
(1a) In the event that a Termination Event occurs or in the event that an Escrow Release Notice is delivered has not been received by the Subscription Receipt Agent before the Escrow Release Deadline, the Company shall forthwith deliver a Termination Notice to the Subscription Receiptholders, the Subscription Receipt Agent and the Co-Lead AgentsAgent stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, or the Corporation announces to register shall be closed at the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline Termination Time and each Subscription Receipt shall, subject to Section 6.4(5) hereof7.4(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive as at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder's for their Subscription Receipts; and Receipts then held, plus (ii) such holder's their pro rata share of the Earned Interest, less applicable withholding taxestax required to be withheld in respect thereof, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2b) The amounts paid to each Subscription Receiptholder under Section 6.4(17.4(a) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder an amount equal to the amounts aggregate Offering Price due to them under Section 6.4(1) hereof7.4(a)(i), if applicable, the Corporation Company shall be responsible and liable to the Subscription Receiptholder Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty7.4(a)(i), the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfallif applicable.
(3c) The obligation to make the payment of the amounts specified in Section 6.4(17.4(a) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.
(4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall within 4 Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such differenceaddresses.
(5d) Upon receipt of a wire transfer or the mailing or delivery of any cheque as provided in Section 6.4(37.4(c) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Release of Escrowed Funds on Termination.
(1a) In the event that a Termination Event occurs, the Company shall forthwith deliver a Termination Notice is delivered to the Subscription Receiptholders, the Subscription Receipt Agent and the Co-Lead AgentsUnderwriter stating the Termination Date and that a Termination Event has occurred. Upon delivery of a Termination Notice, or the Corporation announces to the public that it does not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(5) hereof7.4(d), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to the greater of (i) the aggregate Offering Price in respect of such holder's ’s Subscription Receipts; and (ii) such holder's ’s pro rata share portion of the Earned InterestEscrowed Funds, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2b) The amounts paid to each Subscription Receiptholder under Section 6.4(17.4(a) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1) hereof7.4(a)(i), if applicable, the Corporation Company shall be responsible and liable to the Subscription Receiptholder Receiptholders for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty7.4(a)(i), the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfallif applicable.
(3c) The obligation to make the payment of the amounts specified in Section 6.4(17.4(a) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.
(4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall within 4 Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such differenceaddresses.
(5d) Upon receipt of a wire transfer or the mailing or delivery of any cheque as provided in Section 6.4(37.4(c) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.effect.
Appears in 1 contract
Samples: Subscription Receipt Agreement
Release of Escrowed Funds on Termination.
(1) In the event that a Termination Notice is delivered to the Subscription Receipt Agent and the Co-Lead Agents, or the Corporation announces to the public that it does not not intend to, or determines that it will not be able to, satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline each Subscription Receipt shall, subject to Section 6.4(5) hereof, be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time and each Subscription Receiptholder shall be entitled to receive at the Termination Payment Time, an amount equal to (i) the aggregate Offering Price in respect of such holder's ’s Subscription Receipts; and (ii) such holder's ’s pro rata share of the Earned Interest, less applicable withholding taxes, if any. For greater certainty, the Corporation shall be required to provide a Termination Notice to the Subscription Receipt Agent and Co-Lead Agents in the event that a public announcement as to not satisfying the Escrow Release Conditions is made.
(2) The amounts paid to each Subscription Receiptholder under Section 6.4(1(1) shall be satisfied by the Escrowed Funds. To the extent that the Escrowed Funds are insufficient to refund to each Subscription Receiptholder the amounts due to them under Section 6.4(1(1) hereof, the Corporation shall be responsible and liable to the Subscription Receiptholder for any shortfall and shall contribute such amounts as are necessary to satisfy any shortfall such that each Subscription Receiptholder will receive an amount equal to the amounts due to them under Section 6.4(1) hereof. For greater certainty, the Subscription Receipt Agent and the Co-Lead Agents will not be responsible or liable for any such shortfall.
(3) The obligation to make the payment of the amounts specified in Section 6.4(1) hereof shall be satisfied, in the case of Uncertificated CDS Subscription Receipts, by wire transfer of immediately available funds made by the Subscription Receipt Agent to the Depository or otherwise by the Subscription Receipt Agent mailing cheques made payable to the Subscription Receiptholders at their registered addresses.addresses.
(4) If, at the Termination Time, the Escrowed Funds are less than the amount to which a Subscription Receiptholder is entitled pursuant to its refund right under Section 6.4(1), the Corporation shall shall: (i) within 4 two (2) Business Days of the Termination Date, provide the Subscription Receipt Agent with sufficient funds to offset any such difference.
(5) Upon receipt of a wire transfer or the delivery of any cheque as provided in Section 6.4(3) hereof (and, in the case of a cheque, provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) all rights evidenced by the Subscription Receipts held by a Subscription Receiptholder shall be satisfied and such Subscription Receipts shall be void and of no value or effect.; or
Appears in 1 contract
Samples: Subscription Receipt Agreement
