Terms of Rights Offering. In connection with the Rights Offering, BFE Corp. shall distribute at no charge to each of the record holders (the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) non-transferable subscription rights (the “Rights”) to purchase Depositary Shares representing 2,000,000 shares of Series A Non-Voting Convertible Preferred Stock. Each share of Series A Non-Voting Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal to the quotient obtained by dividing the total number of Depositary Shares actually purchased in the Rights Offering (by the Eligible Common Stockholders) and pursuant to the Backstop Commitment (by the Backstop Parties) by 2,000,000 (the “Conversion Ratio”). Upon conversion of the Series A Non-Voting Convertible Preferred Stock, each Depositary Share shall entitle the holder thereof to receive one share of Common Stock and, upon the distribution of one share of Common Stock to the holder of each such Depositary Share, each such Depositary Share shall be automatically cancelled and have no further value. All Eligible Common Stockholders shall be eligible to participate in the Rights Offering by receiving Rights pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at the record date for the Rights Offering, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for unsubscribed Rights in an amount equal to up to 100% of its pro rata share of Rights (the “Over-Subscription Privileges”). For purposes of this paragraph, “pro rata” shall mean (x) the aggregate number of shares of Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of Common Stock outstanding. If and to the extent that the Backstop Parties determine, in their sole discretion after consultation with BFE Corp., that the exercise of the Over-Subscription Privileges would result in adverse tax, legal or regulatory consequences to BFE Corp. or any of the Backstop Parties, BFE Corp. may reduce or eliminate, pro rata for all holders of Rights, exercise of Over-Subscription Privileges.
Terms of Rights Offering. In connection with the Rights Offering, BFE Corp. shall distribute at no charge to each of the existing holders (collectively, the “Eligible Common Stockholders”) of Common Stock, par value $0.01 per share, of BFE Corp. (“Common Stock”) and Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Common Stock, the “BFE Common Stock”) rights (the “Rights”) to purchase up to an aggregate of 4,000,000 shares of Series A Convertible Preferred Stock, at a per share offering price equal to $10.00 per share (the “Per Preferred Share Purchase Price”). Each share of Series A Convertible Preferred Stock shall be convertible upon the terms described in Exhibit A to this Letter Agreement into that number of shares of Common Stock equal to the quotient obtained by dividing the Per Preferred Share Purchase Price by the Rights Price (as defined below) (the “Conversion Ratio”). All Eligible Common Stockholders shall be eligible to participate in the Rights Offering pro rata based on each Eligible Common Stockholder’s ownership of Common Stock at the time of the Rights Offering, and each Eligible Common Stockholder that exercises all of its Rights may oversubscribe for up to all of its pro rata share of unsubscribed Rights. For purposes of this Letter Agreement, “pro rata” shall mean (x) the aggregate number of shares of BFE Common Stock held by each Eligible Common Stockholder divided by (y) the aggregate number of shares of BFE Common Stock outstanding.
Terms of Rights Offering. Pursuant to the Rights Offering, the Company will issue on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one (1) Right for each Common Share held. One (1) Right will entitle the holder to purchase, at the election of such holder, that number of Common Shares equal to the quotient of the Rights Shares divided by 111,148,683 (the “Basic Subscription Privilege”) at a price per Rights Share equal to 75% of the market price of the Common Shares determined in accordance with Exchange rules (the “Subscription Price”). The Rights Offering will remain open for a period of 30 calendar days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act (the “Effective Date”), subject to a maximum exercise period of 90 days from the issuance date of the Rights (the “Rights Expiry Date”), provided that if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, then the Rights Expiry Date will be the Effective Date. Each such Right will be non-transferable and non-exchangeable, and may not be exercised to acquire Rights Shares, prior to and including the Effective Date, and will thereafter be transferable, exchangeable and exercisable to acquire Rights Shares up to and including the Rights Expiry Date.
Terms of Rights Offering. 1. The subscription period will commence on or about _________ (the “Commencement Date”) and will end on __________ (the “Expiry Date”). The Commencement Date at _________ (Eastern Time) through _______ (Eastern time) on the Expiry Date will constitute the subscription period (the “Subscription Period”). The Company will notify the Rights Agent of the Commencement Date and of any extension of the Expiry Date.
2. Eligible Holders as of ________ (the “Record Date”) will be entitled to one (1) Right for every __________ (___) common shares held by the holders as of the Record Date pursuant to the Rights Offering at the subscription price of $________ per common share (the “Subscription Price”). The Company will not be issuing fractional Rights. All fractional Rights will be [rounded up/down] to the next whole number of Rights.
3. Each Right entitles an Eligible Holder and an Approved Eligible Holder (as defined below), and collectively referred to herein as the “Holders”, to purchase one Common Share upon payment of the Subscription Price (the “Basic Subscription Privilege”).
4. Holders of Rights who fully exercise their Rights under the Basic Subscription Privilege will also be entitled to subscribe, on a pro rata basis, for additional Common Shares (“Additional Common Shares”), if available, that were not subscribed for by other holders of Rights (the “Additional Subscription Privilege”), subject to certain limitations as set out in the Circular.
5. The Rights Offering is not subject to any minimum subscription level.
6. Fractional common shares will not be issued, and the right of Holders to subscribe for Common Shares will be [rounded up/down] to the nearest whole number.
7. The Rights may be transferred to others within __________ but may not be transferred to any person within ___________.
8. Rights Certificates are not being mailed to Shareholders in an Ineligible Jurisdictions unless such Shareholders are able to establish to the satisfaction of the Company on or before _______________ (Eastern Time) on ___________ that they are eligible to participate in the Rights Offering.
Terms of Rights Offering. Pursuant to the Rights Offering, the Company will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable.
Terms of Rights Offering. Pursuant to the Rights Offering, the Company will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable. Every 13.73 Rights will entitle the holder to purchase, at the election of such holder, one Rights Share (the "Basic Subscription Privilege") at a price per Rights Share equal to $8.00 (the "Subscription Price"). The Rights Offering will remain open for at least 21 calendar days following the date on which the Rights Offering Circular is sent to Shareholders. The Rights will expire at 2:00 p.m. (Vancouver time) on the day following such 21st day (the "Rights Expiry Date").
Terms of Rights Offering. Pursuant to the Rights Offering, the Company will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable. Every five (5) Rights will entitle the holder to purchase, at the election of such holder, one Rights Share (the "Basic Subscription Privilege") at a price per Rights Share equal to $2.25 (the "Subscription Price"). The Rights Offering will remain open for at least 21 calendar days following the date on which the Rights Offering Notice is sent to Shareholders. The Rights will expire at 2:00 p.m. (Vancouver time) on December 22, 2017 (the "Rights Expiry Date").
Terms of Rights Offering. Pursuant to the Rights Offering, the Corporation will distribute, on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one Right for each Common Share held. Each such Right will be transferable. Four Rights will entitle the holder to purchase, at the election of such holder, one Rights Share (the “Basic Subscription Privilege”) at a price per Rights Share equal to $1.60 (the “Subscription Price”). The Rights Offering will remain open for at least 21 calendar days following the date on which the Rights Offering Circular is sent to Shareholders. The Rights will expire on 12:00 pm (Toronto time) on the day following such 21st day (the “Rights Expiry Date”).
Terms of Rights Offering. Stratosphere shall conduct a rights offering (the "Rights Offering"), the net proceeds of which shall be not less than $75,000,000, pursuant to
