Rights and Duties of Warrant Agent. (1) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.
(2) The obligation of the Warrant Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Warrant Agent or the Registered Warrantholders hereunder shall be conditional upon the Registered Warrantholders furnishing, when required by notice by the Warrant Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Warrant Agent to protect and to hold harmless the Warrant Agent and its officers, directors, employees and agents, against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Indenture shall require the Warrant Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid.
(3) The Warrant Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Registered Warrantholders, at whose instance it is acting to deposit with the Warrant Agent the Warrants Certificates held by them, for which Warrants the Warrant Agent shall issue receipts.
(4) Every provision of this Indenture that by its terms relieves the Warrant Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of Applicable Legislation.
Rights and Duties of Warrant Agent. (a) Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligation or relationship or agency or trust for or with any of the holders of Warrant Certificates or beneficial owners of Warrants.
Rights and Duties of Warrant Agent. 39 Section 9.3 Evidence, Experts and Advisers. 39 Section 9.4 Documents, Monies, etc. Held by Warrant Agent. 40 Section 9.5 Actions by Warrant Agent to Protect Interest. 41 Section 9.6 Warrant Agent Not Required to Give Security. 41 Section 9.7 Protection of Warrant Agent. 41 Section 9.8 Replacement of Warrant Agent; Successor by Merger. 42 Section 9.9 Acceptance of Agency 43 Section 9.10 Warrant Agent Not to be Appointed Receiver. 43
Rights and Duties of Warrant Agent. 40
9.3 Evidence, Experts and Advisers. 40 9.4 Documents, Monies, etc. Held by Warrant Agent. 41 9.5 Actions by Warrant Agent to Protect Interest. 42
Rights and Duties of Warrant Agent. In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligence, wilful misconduct, bad faith or fraud under this Indenture.
Rights and Duties of Warrant Agent. 53 Section 9.3 Evidence, Experts and Advisers. 54
Rights and Duties of Warrant Agent. (a) The Warrant Agent may consult with legal counsel (who may be legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted by it in accordance with such opinion.
(b) The Warrant Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Warrant Agreement or in the Warrant Certificates (except its countersignature thereof) or be required to verify the same, and all such statements and recitals are and shall be deemed to have been made by the Company only.
(c) The Warrant Agent shall not have any duty or responsibility in the case of the receipt of any written demand from any holder of Warrants with respect to any action or default by the Company, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or to make any demand upon the Company.
(d) The Warrant Agent and any stockholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this
Rights and Duties of Warrant Agent. (a) In the exercise of the rights and duties contained in this Agreement, the Warrant Agent shall act in good faith and in the best interests of the Warrant holders and shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision in this Agreement shall be construed to relieve the Warrant Agent from liability for its own gross negligence, willful misconduct or bad faith.
(b) Subject to Section 8.2(a), the Warrant Agent shall be under no obligation to institute any action, suit or legal proceeding or to take any other action likely to involve expense unless the Company or one or more Warrant holders shall furnish the Warrant Agent with security and indemnity satisfactory to it for any costs and expenses which may be incurred, but this provision shall not affect the power of the Warrant Agent to take such action as it may consider proper, whether with or without any such security or indemnity. No provision of this Agreement shall require the Warrant Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of its rights.
Rights and Duties of Warrant Agent. 10.2.1 The Warrant Agent shall also act as the transfer agent and registrar of the Warrants and shall cause the central register to be kept in Montreal, and shall ensure that the following particulars are entered therein:
10.2.1.1 the names and addresses of the Warrantholders, a statement of each holding of Warrants (for which purpose separate holdings by the same Warrantholder need only be aggregated if the Warrantholder's name and address in respect of each holding are identical);
10.2.1.2 the date at which the person was entered in the register as a Warrantholder in respect of each holding; and
10.2.1.3 the date at which any person ceases to be a Warrantholder in respect of each holding. The Warrant Agent shall also retain until the third anniversary of the Time of Expiry all instruments of transfer of Warrants which are lodged for registration (or copies thereof), including the details shown thereon of the persons by or through whom they are lodged, all cancelled Warrants (or copies thereof) and all other related documents.
10.2.2 Unless the register kept pursuant to this Section 10.2 is in such a form as to constitute an index of Warrantholders, a separate index thereof shall be kept in respect of the register and within 14 days after the date on which any alteration is made in the register the Warrant Agent shall ensure that any necessary alteration in the accompanying index shall have been made. In other respects, the register shall be kept in such a form as to facilitate the conversion of the register into the register of holders of Common Shares after the Time of Expiry.
10.2.3 The Warrant Agent shall cause facilities to be maintained for the surrender, delivery, exchange and exercise of Warrants and for the registration of transfers of Warrants in accordance with the provisions of this Agreement at the Warrant Agencies.
10.2.4 As soon as practicable following the third anniversary of the Time of Expiry the Warrant Agent shall deliver to the Corporation a certificate of destruction for all of those documents referred to in this Section 10.2.
10.2.5 In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Warrant Agent shall act honestly and in good faith with a view to the best interests of the Warrantholders and shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to r...
Rights and Duties of Warrant Agent. (1) The Warrant Agent accepts the duties and responsibilities under this Indenture, solely as custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Warrant Agent shall owe no duties hereunder as a trustee.
(2) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall act honestly and in good faith and shall exercise the degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from, or require any other person to indemnify the Warrant Agent against liability for its own gross negligence, wilful misconduct, bad faith or fraud.
