the Expiration Date. (e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Paragraphs 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made. The Corporation and the Rights Agent shall have authority to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, to provide for such adjustments.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Cenovus Energy Inc.), Shareholder Rights Plan Agreement (Cenovus Energy Inc.), Shareholder Rights Plan Agreement (Encana Corp)
the Expiration Date. (e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Paragraphs Clause 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), and subject to prior approval of the holders of Voting Shares or of Rights, as the case may be, as provided in section 5.4, such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made. The Corporation and the Rights Agent shall have authority to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 3 contracts
Samples: Shareholder Rights Plan Agreement (Canadian Pacific Railway LTD/Cn), Shareholder Rights Plan Agreement (Canadian Pacific Railway LTD/Cn), Shareholder Rights Plan Agreement (Draxis Health Inc /Cn/)
the Expiration Date. (e) In the event If the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), ) or rights, options or warrants to subscribe for or purchase any such capital stock, shares or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Paragraphs Subsection 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, and notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made. The Subject to the prior consent of the holders of the Voting Shares or the Rights obtained as set forth in Subsection 5.5(b) or (c), the Corporation and the Rights Agent shall have authority to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (American Eco Corp)
the Expiration Date. (e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Paragraphs Clause 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines determined that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made. The Corporation and the Rights Agent shall have authority without the approval of the holders of the Common Shares or the holders of Rights to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Chieftain International Inc)
the Expiration Date. (e) In the event the Corporation Riverside shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, stock in a transaction referred to in Paragraphs Clauses 2.3(a)(i) or (iv)) above, if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c)) above, such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c)) above, shall be made. The Corporation , subject to the prior consent of the holders of the Voting Shares or the Rights as set forth in subsection 5.4(b) or (c), and Riverside and the Rights Agent shall have authority upon receiving such consent to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Riverside Forest Products Marketing LTD)
the Expiration Date. (e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, stock in a transaction referred to in Paragraphs Sections 2.3(a)(i) or (iv)) above, if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections Sections 2.3(a), (b) and (c) above in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections Sections 2.3(a), (b) and (c)) above, such adjustments, rather than the adjustments contemplated by Subsections Sections 2.3(a), (b) and (c)) above, shall be made. The , subject to the prior consent of the holders of the Voting Shares or Rights as set forth in Sections 5.4(b) or (c) and the Corporation and the Rights Agent shall have authority upon receiving such consent to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (World Color Press Inc.)
the Expiration Date. (e) In the event the Corporation shall at any time after the Record Time and prior to the Separation Time issue any shares of capital stock (other than Common Shares), or rights, options or warrants to subscribe for or purchase any such capital stock, or securities convertible into or exchangeable for any such capital stock, in a transaction referred to in Paragraphs Clause 2.3(a)(i) or (iv), if the Board of Directors acting in good faith determines that the adjustments contemplated by Subsections 2.3(a), (b) and (c) in connection with such transaction will not appropriately protect the interests of the holders of Rights, the Board of Directors may determine what other adjustments to the Exercise Price, number of Rights and/or securities purchasable upon exercise of Rights would be appropriate and, notwithstanding Subsections 2.3(a), (b) and (c), such adjustments, rather than the adjustments contemplated by Subsections 2.3(a), (b) and (c), shall be made. The Subject to the prior consent of the holders of the Voting Shares or the Rights obtained as set forth in Subsection 5.4(b) or (c), the Corporation and the Rights Agent shall have authority to amend this Agreement in accordance with Subsections 5.4(b) and 5.4(c), as the case may be, appropriate to provide for such adjustments.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Transcanada Corp)