Supplemental Indentures and Successor Companies. 10.1 Provision for Supplemental Indentures for Certain Purposes From time to time the Company (when authorized by the directors) and the Trustee may, subject to the provisions of these presents, and they will, when so directed by these presents, execute and deliver by their proper officers or Directors, as the case may be, indentures or instruments supplemental hereto, which thereafter will form part of this Indenture, for any one or more or all of the following purposes:
(a) setting forth any adjustments resulting from the application of the provisions of Section 6;
(b) adding hereto such additional covenants and enforcement provisions as in the opinion of counsel are necessary or advisable, and are not in the opinion of the Trustee, based on the advice of counsel, prejudicial to the interests of the Warrantholders;
(c) giving effect to any Special Resolution passed as provided in Section 9;
(d) making any modification in the form of the Series A Warrant Certificate or Series B Warrant Certificate which, in the opinion of counsel for the Company, does not affect the substance thereof and is allowed by the Regulatory Authorities;
(e) making any additions to, deletions from or alterations of the provisions of this Indenture which, in the opinion of the Trustee, based on the advice of its counsel, do not materially and adversely affect the interests of the Warrantholders and are necessary or advisable in order to incorporate, reflect or comply with any Applicable Legislation;
(f) evidencing the succession of successor companies to the Company and the covenants of and obligations assumed by such successor companies;
(g) for any other purpose not inconsistent with the terms of this Indenture, including the correction or rectification of any ambiguities, defective provisions, errors or omissions in this Indenture, provided that in the opinion of the Trustee, based on the advice of its counsel, the rights of the Trustee or of the Warrantholders are in no way prejudiced thereby.
Supplemental Indentures and Successor Companies. 36
7.1 Provision for Supplemental Indentures for Certain Purposes 36 7.2 Successor Companies 38
Supplemental Indentures and Successor Companies. 40 ARTICLE 8 CONCERNING THE WARRANT AGENT 41
Supplemental Indentures and Successor Companies. 37 7.1 Provision for Supplemental Indentures for Certain Purposes ..................................... 37 7.2 Successor Companies ................................................................................................ 38
Supplemental Indentures and Successor Companies. Provision for Supplemental Indentures for Certain Purposes 9.2 Correction of Manifest Errors 9.3 Amending Adjustment Provisions
Supplemental Indentures and Successor Companies. 38 7.1 Provision for Supplemental Indentures for Certain Purposes 38 7.2 Successor Companies 39 ARTICLE 8 CONCERNING THE WARRANT AGENT 39 8.1 Indenture Legislation 39 8.2 Rights and Duties of Warrant Agent 39 8.3 Evidence, Experts and Advisers 40 8.4 Securities, Documents and Monies Held by Warrant Agent 41 8.5 Actions by Warrant Agent to Protect Interests 42 8.6 Warrant Agent not Required to Give Security 42 8.7 Protection of Warrant Agent 42 8.8 Replacement of Warrant Agent 43 8.9 Acceptance of Duties and Obligations 44 8.10 Warrant Agent not to be Appointed Receiver 44 8.11 Authorization to Carry on Business 44 8.12 Securities and Exchange Commission Certification 45 ARTICLE 9 GENERAL 45
Supplemental Indentures and Successor Companies. 33 8.1 Provision for Supplemental Indentures for Certain Purposes 33 8.2 Successor Companies 34 ARTICLE 9 CONCERNING THE WARRANT AGENT 34 9.1 Indenture Legislation 34
Supplemental Indentures and Successor Companies. 36
8.1 Provision for Supplemental Indentures for Certain Purposes 36 8.2 Successor Companies 37 ARTICLE 9 CONCERNING THE WARRANT AGENT 37 9.1 Indenture Legislation 37 9.2 Rights and Duties of Warrant Agent 37 9.3 Evidence, Experts and Advisers 38 9.4 Securities, Documents and Monies Held by Warrant Agent 40 9.5 Actions by Warrant Agent to Protect Interests 40 9.6 Warrant Agent not Required to Give Security 40 9.7 Protection of Warrant Agent 40 9.8 Replacement of Warrant Agent 42 9.9 Conflict of Interest 43 9.10 Acceptance of Duties and Obligations 43 9.11 Warrant Agent not to be Appointed Receiver 43 9.12 Authorization to Carry on Business 44 9.13 Securities Exchange Commission Certification 44 ARTICLE 10 GENERAL 44
10.1 Notice to the Company and the Warrant Agent 44 10.2 Notice to the Warrantholders 45 10.3 Privacy 46 10.4 Third Party Interests 46 10.5 Discretion of Directors 46 10.6 Satisfaction and Discharge of Indenture 47 10.7 Provisions of Indenture and Warrants for the Sole Benefit of Parties and Warrantholders 47 10.8 Ownership of Warrants 47 10.9 Indenture to Prevail 47 10.10 Assignment 47 10.11 Counterparts and Formal Date 48 10.12 Force Majeure 48 10.13 Severability 48 10.14 Rights of Rescission and Withdrawal for Holders 48 SCHEDULE A FORM OF WARRANT CERTIFICATE A-1 SCHEDULE B FORM OF DECLARATION FOR REMOVAL OF LEGEND B-1 SCHEDULE C FORM OF U.S. WARRANTHOLDER CERTIFICATION UPON EXERCISE OF WARRANTS C-1 THIS WARRANT INDENTURE dated as of January 30, 2020 B E T W E N: APHRIA INC. a corporation continued under the laws of Ontario (hereinafter called the “Company”) A N D COMPUTERSHARE TRUST COMPANY OF CANADA a trust company continued under the laws of Canada and registered to carry on business in the Province of Ontario (hereinafter called the “Warrant Agent”)
Supplemental Indentures and Successor Companies
