Satisfaction and Discharge of Agreement. Upon the earlier of:
(1) the date by which there shall have been delivered to the Warrant Agent for exercise or cancellation all Warrant Certificates theretofore issued hereunder; and
(2) the Expiry Time; and if all certificates representing Shares, if any, required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Warrant Agent in accordance with such provisions, this Agreement shall cease to be of any force and effect and the Warrant Agent, on demand of and at the cost and expense of the Corporation and upon delivery to the Warrant Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Warrant Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.
Satisfaction and Discharge of Agreement. Upon the earlier of:
(a) the issue of certificates or Book-Entry Only System customer confirmations representing Units and payment of all monies required as provided in Section 3.3; or
(b) the payment of all monies required where the Acquisition is terminated or the Acquisition Time does not occur by the Deadline as provided in Section 3.4, this Agreement shall cease to be of further effect and the Escrow Agent, on demand of and at the cost and expense of the Trust and upon delivery to the Escrow Agent of a certificate of the Trust stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Escrow Agent by the Trust hereunder shall remain in full force and effect and survive the termination of this Agreement.
Satisfaction and Discharge of Agreement. Upon the earlier of (i) the issuance of the Common Shares required to be issued in compliance with the provisions hereof and payment of all consideration as provided for in Section 6.3(a) upon satisfaction of the Release Conditions; and (ii) the payment of all consideration pursuant to Section 6.3(b) upon delivery of a Termination Notice, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the Subscription Receipt Agent will execute proper instruments acknowledging the satisfaction of and discharging of this Agreement.
Satisfaction and Discharge of Agreement. Upon the earlier of (i) the satisfaction of the Escrow Release Conditions (at or before the Escrow Release Deadline) and the issuance of the Units required to be issued in compliance with the provisions hereof, and delivery by the Subscription Receipt Agent of the Escrowed Funds as provided for in Section 6.3 hereof, and (ii) the Termination Payment Time as provided for in Section 6.4 hereof, this Agreement shall cease to be of further effect. On demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable under Section 5.3 hereof, the Subscription Receipt Agent shall execute proper instruments acknowledging the satisfaction of and discharging of this Agreement.
Satisfaction and Discharge of Agreement. On the earlier of:
(a) the date by which there has been delivered to the Agent for exercise or surrender for cancellation all Warrant Certificates theretofore certified hereunder; and
(b) the Expiry Time, and if all certificates representing Common Shares required to be issued in compliance with the provisions hereof have been issued and delivered hereunder or to the Agent in accordance with such provisions, this Agreement will cease to be of further effect and, on demand of and at the cost and expense of the Corporation and on delivery to the Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Agent of the fees and other remuneration payable to the Agent, the Agent will execute proper instruments acknowledging satisfaction of and discharging this Agreement.
Satisfaction and Discharge of Agreement. Upon the earlier of (i) the satisfaction of the Escrow Release Conditions (at or before the Escrow Release Deadline) and the issuance of the Underlying Shares required to be issued in compliance with Section 4.1 hereof, and delivery by the Subscription Receipt Agent of the Escrowed Funds as provided for in Section 6.3 hereof, and (ii) the Termination Payment Time as provided for in Section 6.4 hereof, this Agreement shall cease to be of further effect. On demand of and at the cost and expense of the Corporation and on delivery to the Subscription Receipt Agent of a Certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and on payment to the Subscription Receipt Agent of any remaining remuneration, expenses and disbursements of the Subscription Receipt Agent payable under Section 5.2 hereof, the Subscription Receipt Agent shall execute proper instruments acknowledging the satisfaction of and discharging of this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the satisfaction and discharge and/or termination of this Agreement.
Satisfaction and Discharge of Agreement. (a) Following payment in full of (i) all of the Certificates, (ii) the fees and charges of the Trustee, (iii) all other obligations of the Transferor under the Transaction Documents and (iv) all amounts owing to MBIA under the Insurance Agreement, and the release by the Trustee of the Trust Estate in accordance with Section 5.01(b) hereof, this Agreement shall be discharged and the Trustee shall notify the Rating Agencies thereof.
(b) Upon payment in full of the amounts referred to in clauses (i) through (iv) of Section 5.01(a) hereof, the Transferor may submit to the Trustee an Officer's Certificate requesting the release to the Transferor or its designee of a stated amount of the funds on deposit in the Cash Collateral Account and some or all of the other Trust Estate (collectively, the "Withdrawn Collateral"), accompanied by an Opinion of Counsel reasonably acceptable to MBIA or, if an MBIA Default or Termination has occurred and is continuing, acceptable to the Controlling Holders, to the effect that, after the release of the Withdrawn Collateral, there will remain an amount in the Cash Collateral Account or otherwise subject to this Agreement at least equal to the payments of interest due on the Outstanding Certificates and the Class A Principal Distribution Amounts and Class B Principal Distribution Amounts that are subject to recapture as preferential transfers pursuant to Section 547 of the Bankruptcy Code or, alternatively, to the effect that no such payments are subject to recapture. In rendering such Opinion of Counsel, such counsel may rely as to factual matters, including, without limitation, the date on which funds were received and the source of funds, upon an Officer's Certificate. Promptly after receipt of such Officer's Certificate, Opinion of Counsel and authorization to release from MBIA, the Trustee shall release the Withdrawn Collateral from the lien of this Agreement, and deliver the Withdrawn Collateral to the Transferor or its designee. The Transferor shall be entitled to deliver more than one such Officer's Certificate and Opinion of Counsel until the entire Trust Estate is released and delivered to the Transferor or its designee. Notwithstanding the foregoing, MBIA or, if an MBIA Default or Termination has occurred and is continuing, the Controlling Holders, may waive the requirement that the Transferor deliver such Officer's Certificate and/or Opinion of Counsel and authorize the Trustee by written direction to release all or a ...
Satisfaction and Discharge of Agreement. Upon the earliest of:
(a) the entering of a Book-Entry Only System customer confirmation of Underlying Units in a CDS account for holders of Subscription Receipts and payment of all monies required to be paid to all registered holders of Subscription Receipts as provided in Section 3.4(a) and the payment of monies if any required to be paid to the Trust pursuant to Section 3.2; or
(b) the payment of all monies required where a Termination Event occurs as provided in Section 3.6(b); this Agreement shall cease to be of further effect and the Subscription Receipt Agent, on demand of and at the cost and expense of the Trust and upon delivery to the Subscription Receipt Agent of a certificate of the Trust stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided hereunder to the Subscription Receipt Agent by the Trust shall remain in full force and effect and survive the termination of this Agreement.
Satisfaction and Discharge of Agreement. Following the date on which either: (i) the certificates representing the Common Shares shall have been delivered to Subscription Receiptholders to the full extent of the rights attached to all Subscription Receipts theretofore certified hereunder and the monies to be paid hereunder have been paid; or (ii) the Subscription Receipt Agent has satisfied its responsibilities pursuant to Section 7.4 hereof in the event the satisfaction of the Escrow Release Conditions does not occur before the Release Deadline, this Agreement shall cease to be of further effect. On demand of and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and upon payment to the Subscription Receipt Agent of the fees and other remuneration payable to the Subscription Receipt Agent, the parties hereto shall execute proper instruments acknowledging satisfaction of and discharging this Agreement.
Satisfaction and Discharge of Agreement. Upon the date which there shall have been delivered to the Trustee for exercise all Special Warrant Certificates certified hereunder and if all certificates representing Units will have been delivered to Special Warrantholders to the full extent of the rights attached to all Special Warrants theretofore certified under this Agreement and the monies to be paid under this Agreement have been paid, this Agreement will cease to be of further effect and the Trustee, on demand of and at the cost and expense of the Company and upon delivery to the Trustee of a certificate of the Company stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with and upon payment to the Trustee of the fees and other remuneration payable to the Trustee, the parties hereto will execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Trustee by the Company shall remain in full force and effect and survive the termination of this Agreement.
