The Rights. 2.1 Issuance and Legend on Common Share Certificates (a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. (b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one (1) Right for each Common Share represented thereby and shall have impressed, printed, or written thereon or otherwise affixed thereto a legend in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made as of April 10, 2024 (the “Rights Agreement”), between Energy Fuels Inc. (the “Corporation”) and Equiniti Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 2 contracts
Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Common Share Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time Time”) and one Right has been and shall be issued in respect of each Common Share that may be Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.Time; and
(b2) Certificates In the event that certificates for Common Shares Units are issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Expiration Time, they shall evidence one
(1) evidence, in addition to the Units, one Right for each Common Share Unit represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them, prior to the date hereof the legend set forth in substantially Subsection 2.01 of the Original Agreement, which legend shall be deemed to be amended for all purposes to read the same as the legend set forth below, and after the date hereof the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Unitholder Rights Agreement, made Agreement dated as of April 10March 11, 2024 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Energy Fuels Inc. PRO Real Estate Investment Trust (the “CorporationREIT”) and Equiniti TSX Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices office of the CorporationREIT. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become void (if, ; in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, Agreement or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days promptly after the receipt of a written request therefor.” Failure Units registered in Book Entry Form that are issued after the Record Time but prior to legend any certificate representing Common Shares the earlier of the Separation Time and the Expiration Time, shall not affect evidence, in addition to the validity Units, one Right for each Unit represented by such registration and the registration record of this Agreement or such Units shall be deemed to include the Rights issued hereunderforegoing legend. Certificates representing Common Shares Units that are issued and outstanding at and the Record Time registration record of Units issued and registered in Book Entry Form shall evidence one (1) Right for each Common Share Unit evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 2 contracts
Samples: Unitholder Rights Agreement, Unitholder Rights Agreement
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, one Right in respect of each Common Share issued after the Record Time upon the exercise of rights pursuant to Convertible Securities outstanding at the Record Time may be issued after the Separation Time but prior to the Expiration Time.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and shall have impressed, printed, or written thereon or otherwise affixed thereto a legend in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made as of April 1011, 2024 2007, (the “Rights Agreement”), between Energy Fuels Inc. Century Mining Corporation (the “Corporation”) and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Century Mining Corp)
The Rights.
2.1 2.1. Issuance and Evidence of Rights; Legend on Common Share CertificatesCertificates
(a) One (1) right The Corporation shall declare and issue one Right in respect of each Common Share outstanding at the Record Time and one Right in respect of each Common Share that which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. The Corporation shall promptly notify the Rights Agent in writing upon the occurrence of the Separation Time and/or the Expiration Time and, if such notification is given orally, the Corporation shall confirm the same in writing on or prior to the next following Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that neither the Separation Time nor the Expiration time has occurred.
(b) Certificates for representing Common Shares which are issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall Expiration Time, will evidence one
(1) one Right for each Common Share represented thereby and shall have impressed, printed, printed or written thereon or otherwise affixed thereto a legend in substantially the following form: “"Until the Separation Time (as such term is defined in the Shareholder Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a the Shareholder Rights Agreement, made Plan Agreement dated as of April 10November 11, 2024 2013 between MFC Industrial Ltd. (the “Rights Agreement”), between Energy Fuels Inc. (the “"Corporation”") and Equiniti Trust Company, LLCComputershare Inc., as Rights AgentAgent (as such agreement may from time to time be amended, restated, varied or replaced, the "Shareholder Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices office of the CorporationCorporation and is available for viewing at xxx.xxxxx.xxx. Under certain circumstances, circumstances as set forth in the Shareholder Rights Agreement, such Rights rights may be amended amended, redeemed or redeemedexchanged, may expire, may lapse, may become void (if, in certain circumstances, they are “"Beneficially Owned” " by a “Person” person who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Shareholder Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. " Certificates representing Common Shares that are issued and outstanding at the Record Time shall will also evidence one (1) Right for each one Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time. On the earlier of the close of business on the Separation Time and Expiration Time, registered holders of Common Shares who have not received a share certificate and are entitled to do so shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation's securities register for Common Shares.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (MFC Industrial Ltd.)
The Rights.
2.1 Issuance and Legend on LEGEND ON COMMON SHARE CERTIFICATES Certificates for the Common Share Certificates
(a) One (1) right in respect Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them (i) the legend set forth in substantially Section 2.1 of the Original Plan, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated May 2, 2002, which legends shall be deemed to be amended for all purposes to read the same as the following formlegend, or (ii) the following legend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Agreement, made Plan Agreement dated as of April 1027, 2024 2005 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated May 2, 2002), as such may from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between Energy Fuels Nexen Inc. (the “"Corporation”") and Equiniti CIBC Mellon Trust Company, LLC, Company as Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable, after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
The Rights.
2.1 Issuance and Evidence of Rights, Legend on Common Share CertificatesCertificates
(a) One (1) right The Company shall issue one Right in respect of each Common Share outstanding at the Record Time and one Right in respect of each Common Share that which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time, issue one Right in respect of each Common Share which is issued after the Record Time pursuant to the exercise of Convertible Securities which are outstanding at the Stock Acquisition Date.
(b) Certificates for representing Common Shares issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Expiration Time shall evidence one
(1) evidence, in addition to the Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto to them a legend in substantially the following (or substantially similar) form: :
(i) “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Shareholder Rights Agreement, Plan Agreement made as of April 10June 14, 2024 2006______, 2011 (the “Rights Agreement”), between Energy Fuels Inc. Rubicon Minerals Corporation (the “CorporationCompany”) and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agentrights agent, as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices office of the CorporationCompany. Under certain circumstances, as set forth out in the Rights Agreement, such the Rights may be amended or amended, redeemed, may expire, may become null and void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure and may also have impressed on, printed on, written on or otherwise affixed to legend any certificate representing Common Shares shall not affect them, where and when required, a French language version of the validity of this Agreement or the Rights issued hereunderabove legend. Certificates representing Common Shares that are issued and outstanding at the Record Time shall also evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
2.2 Initial Exercise Price; Exercise of Rights; Detachment of Rights
(a) Subject to adjustment as herein set forth (including without limitation any adjustment described in Article 3), each Right will entitle the holder thereof, from and after the Separation Time and prior to the Expiration Time, to purchase, for the Exercise Price, one Common Share. Notwithstanding any other provision of this Agreement, any Rights held by the Company or any of its Subsidiaries shall be void.
(b) Until the Separation Time:
(i) the Rights shall not be exercisable and no Right may be exercised; and
(ii) each Right will be evidenced by the certificate for the associated Common Share and will be transferable only together with, and will be transferred by a transfer of, such associated Common Share.
(c) From and after the Separation Time and prior to the Expiration Time:
(i) the Rights shall be exercisable; and
(ii) the registration and transfer of the Rights shall be separate from and independent of Common Shares. Promptly following the Separation Time, the Company will prepare and the Rights Agent will mail or arrange to be mailed to each holder of record of Common Shares as of the Separation Time or who subsequently becomes a holder of record of Common Shares upon the exercise of rights attaching to Convertible Securities outstanding at the Stock Acquisition Date (other than an Acquiring Person and, in respect of any Rights Beneficially Owned by such Acquiring Person which are not held of record by such Acquiring Person, the holder of record of such Rights (a “Nominee”)), at such holder’s address as shown by the records of the Company (the Company hereby agreeing to furnish copies of such records to the Rights Agent for this purpose):
A. a rights certificate (“Rights Certificate”) representing the number of Rights held by such holder at the Separation Time and having such markers of identification or designation and such legends, summaries or endorsements printed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Agreement, or as may be required to comply with any law, rule, regulation or judicial or administrative order or with any rule or regulation of any self-regulatory organization, stock exchange or quotation system on which the Rights may from time to time be listed or traded, or to conform to usage; and
B. a disclosure statement describing the Rights; provided that a Nominee shall be sent the materials provided for in paragraphs (A) and (B) above in respect of all Common Shares held of record by it which are not Beneficially Owned by an Acquiring Person. In order for the Company to determine whether any Person is holding Common Shares which are Beneficially Owned by another Person, the Company may require such first mentioned Person to furnish such information and documents as the Company deems necessary.
(d) Rights may be exercised in whole or in part on any Business Day after the Separation Time and prior to the Expiration Time by submitting to the Rights Agent at its principal office in the city of Vancouver, the Rights Certificate evidencing such Rights together with:
(i) an election to exercise such Rights (an “Election to Exercise”) substantially in the form attached to the Rights Certificate duly completed and executed by the holder or his executors or administrators or other personal representatives or his or their legal attorney duly appointed by an instrument in writing in form and executed in a manner satisfactory to the Rights Agent; and
(ii) payment in cash or by certified cheque, banker’s draft or money order payable to the order of the Company, of a sum equal to the Exercise Price multiplied by the number of Rights being exercised and a sum sufficient to cover any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery or Rights Certificates or the issuance or delivery of certificates for Common Shares in a name other than that of the holder of the Rights being exercised.
(e) Upon receipt of a Rights Certificate, which is accompanied by a completed Election to Exercise that does not indicate that such Right is null and void as provided by subsection 3.1(b) and payment as set forth in subsection 2.2(d), the Rights Agent (unless otherwise instructed by the Company if the Company is of the opinion that the Rights cannot be exercised in accordance with this Agreement) will thereupon promptly:
(i) requisition from the transfer agent for the Common Shares certificates representing the number of such Common Shares to be purchased (the Company hereby irrevocably authorizing its transfer agent to comply with all such requisitions);
(ii) after receipt of such certificate, deliver the Common Shares referred to in subclause 2.2 (e)(i) to or upon the order of the registered holder of such Rights Certificate, registered in such name or names as may be designated by such holder;
(iii) when appropriate, requisition from the Company the amount of cash to be paid in lieu of issuing fractional Common Shares;
(iv) when appropriate, after receipt of such cash, deliver the same to or to the order of the registered holder of the Rights Certificate; and
(v) tender to the Company all payments received on exercise of the Rights.
(f) If the holder of any Rights shall exercise less than all the Rights evidenced by such holder’s Rights Certificate, a new Rights Certificate evidencing the Rights remaining unexercised (subject to Section 5.5) will be issued by the Rights Agent to such holder or to such holder’s duly authorized assigns.
(g) The Company covenants and agrees that it will:
(i) take all such action as may be necessary and within its power to ensure that all securities delivered upon exercise of Rights shall, at the time of delivery of the certificates for such securities (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered as fully paid and non-assessable;
(ii) take all such action as may be necessary and within its power to comply with any applicable requirements of the Business Corporations Act (British Columbia), the Securities Act (British Columbia), the Securities Act (Alberta), the Securities Act (Ontario) the 1933 Securities Act, the 1934 Exchange Act and any other applicable laws in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any securities upon exercise of Rights;
(iii) use reasonable efforts to cause all securities issued upon exercise of Rights to be listed on the stock exchanges and/or quotation systems on which the Common Shares were listed and traded immediately prior to the Stock Acquisition Date;
(iv) cause to be reserved and kept available out of its authorized and unissued classes of securities, the number of securities that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; and
(v) pay when due and payable any and all Canadian and, if applicable, United States, federal, provincial and state transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Company to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates or certificates for Common Shares, provided that the Company shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for securities in a name other than that of the holder of the Rights being transferred or exercised.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right in respect Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued evidence, in accordance with the terms hereof.
(b) Certificates for addition to Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) Shares, one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, made Plan Agreement dated as of April 10May 14, 2024 2018, as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Energy Fuels Inc. Dealnet Capital Corp. (the “Corporation”) and Equiniti Trust Company, LLC, Capital Transfer Agency Inc. as Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is on file at the registered office of the Corporation and is available for viewing at xxx.xxxxx.xxx. The existence of the Rights Agreement may be inspected during normal business hours confirmed at three year intervals by the principal executive offices vote of a majority of the CorporationIndependent Shareholders (as such term is defined in the Rights Agreement) in a manner which is consistent with the provisions of the Rights Agreement. Under In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable, after the receipt of a written request therefor.” Failure . Any Common Shares issued and registered in Book Entry Form (that are evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to legend any certificate representing the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Common Shares, on Right for each Common Share represented by such registration and the registration record of such Common Shares shall not affect include the validity of this Agreement or foregoing legend, adapted accordingly, as the Rights issued hereunderAgent may reasonably require. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
one (1) Right for each Common Share represented thereby and shall have impressed, printed, or written thereon or otherwise affixed thereto a legend in substantially the following form: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made as of April 10, 2024 (the “"Rights Agreement”"), between Energy Fuels Inc. (the “"Corporation”") and Equiniti Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstances, they are “"Beneficially Owned” " by a “"Person” " who is or becomes an “"Acquiring Person” " or any Person acting jointly or in concert with an Acquiring Person or with an “"Affiliate” " or “"Associate” " of an “"Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” " Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Energy Fuels Inc)
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time Time, shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall also evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, dated as of November 27, 1998 (the "Rights Agreement, made as of April 10, 2024 (the “Rights Agreement”"), between Energy Fuels Inc. (the “Corporation”) Corporation and Equiniti Trust Company, LLCEquity Transfer Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. "
(b) Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Altair International Inc)
The Rights.
2.1 Issuance and Legend on Certificates for Common Share Certificates
(a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be Shares issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued will evidence, in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior addition to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) Common Shares, but subject to section 3.2, one Right for each Common Share represented evidenced thereby and shall will have impressed, printed, printed or written thereon on or otherwise affixed thereto a legend in to them substantially the following formlegend: “Until the Separation Time UNTIL THE SEPARATION TIME (as such term is defined in the Rights Agreement referred to belowAS DEFINED IN THE RIGHTS AGREEMENT REFERRED TO BELOW), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights AgreementTHIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER OF THIS CERTIFICATE TO CERTAIN RIGHTS AS SET FORTH IN A SECOND AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 18, made as of April 102021 (AS THE SAME MAY BE FURTHER AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, 2024 (the THE “Rights Agreement”), between Energy Fuels Inc. (the “CorporationRIGHTS AGREEMENT”) and Equiniti Trust CompanyBETWEEN HOME CAPITAL GROUP INC. (THE “CORPORATION”) AND COMPUTERSHARE INVESTOR SERVICES INC., LLCAS RIGHTS AGENT, as Rights AgentTHE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH MAY BE INSPECTED DURING NORMAL BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstancesAS SET FORTH IN THE RIGHTS AGREEMENT, as set forth in the Rights AgreementSUCH RIGHTS MAY BE AMENDED, such Rights may be amended or redeemedREDEEMED OR TERMINATED, may expireMAY EXPIRE, may become void MAY BECOME VOID (ifIF, in certain circumstancesIN CERTAIN CASES, they are THEY ARE “Beneficially OwnedBENEFICIALLY OWNED” by a BY AN “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring PersonACQUIRING PERSON”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificateWHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR ANY SUBSEQUENT HOLDER) OR MAY BE EVIDENCED BY SEPARATE CERTIFICATES AND MAY NO LONGER BE EVIDENCED BY THIS CERTIFICATE. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunderTHE CORPORATION WILL MAIL OR ARRANGE FOR THE MAILING OF A COPY OF THE RIGHTS AGREEMENT TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE AS SOON AS IS PRACTICABLE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. Certificates representing Common Shares that are issued and outstanding at the Record Time shall will evidence one (1) Right for each Common Share evidenced thereby notwithstanding thereby, despite the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on LEGEND ON CERTIFICATES Certificates for Common Share Certificates
(a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be Shares issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and shall and, at the option of the Board of Directors, may have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Protection Rights Plan Agreement, dated as of the 18th day of December, 1996, (the "Rights Agreement, made as of April 10, 2024 (the “Rights Agreement”"), between Energy Fuels Inc. Solucorp Industries Ltd. (the “"Corporation”") and Equiniti CIBC Mellon Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, terminated, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, whether currently held by or a transferee thereof), on behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as is practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at and after the Record Time shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
2.2 EXECUTION, AUTHENTICATION, DELIVERY AND DATING OF RIGHTS CERTIFICATES
(a) The Rights Certificates shall be executed on behalf of the Corporation by any of the Chairman of the Board, the President or any Vice-President (including any Senior Vice-President), together with any other of such persons or together with any one of the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Corporation or otherwise. The signature of any of the officers of the Corporation on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.
(b) Promptly after the Corporation learns of the Separation Time, the Corporation will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Corporation to the Rights Agent for countersignature, and the Rights Agent shall manually countersign and deliver such Rights Certificates to the holders of the Rights pursuant to subsection 3.1(d). No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.
(c) Each Rights Certificate shall be dated the date of the countersignature thereof.
Appears in 1 contract
Samples: Shareholder Protection Rights Plan Agreement (Solucorp Industries LTD)
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of each 2.1.1 Certificates representing the Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Shares, including without limitation Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence oneSecurities, issued after the later of:
(1a) the Record Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of:
(c) the Separation Time; and
(d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of April 10March 11, 2024 2004 (the “"Rights Agreement”"), between Energy Fuels Inc. (the “Corporation”) Corporation and Equiniti Computershare Trust Company, LLCCompany of Canada, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. "
2.1.2 Certificates representing Common Shares that are issued and outstanding at the later of:
(a) the Record Time Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of of:
(c) the Separation Time and Time; and
(d) the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Northgate Exploration LTD)
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of each 2.1.1 Certificates representing the Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Shares, including without limitation Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence oneSecurities, issued after the later of:
(1a) the Record Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of:
(c) the Separation Time; and
(d) the Expiration Time, shall also evidence one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of April 10May 29, 2024 2006 (the “Rights Agreement”), between Energy Fuels Inc. (the “Corporation”) Company and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. ”
2.1.2 Certificates representing Common Shares that are issued and outstanding at the later of:
(a) the Record Time Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of of:
(c) the Separation Time and Time; and
(d) the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Norsemont Mining Inc.)
The Rights.
2.1 Issuance and Legend on LEGEND ON CERTIFICATES Certificates for the Common Share Certificates
(a) One (1) right in respect Shares, including without limitation, Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon typewritten on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Shareholder Rights Plan Agreement, made dated as of April 10the 4th day of February , 2024 2005 as such may be from time to time amended, restated, varied or replaced, between Aspreva Pharmaceuticals Corporation (the “Rights Agreement”), between Energy Fuels Inc. (the “Corporation”"CORPORATION") and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights AgentAgent (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement, ) whether currently held or a transferee thereof), on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. " Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Aspreva Pharmaceuticals CORP)
The Rights.
2.1 Issuance and Legend Legend. Certificates for the Common Shares or, if a certificate has not been issued, the registration of the Common Shares on Common Share Certificates
(a) One (1) right in respect the share transfer books of each Common Share outstanding at the Record Time and each Common Share that may be Company, issued on or after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Time, shall evidence one
(1) one Right for each Common Share represented thereby and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto to them a legend substantially in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made dated as of April 10[•], 2024 2022 (as such may be amended from time to time, the “Rights Agreement”), between Energy Fuels Inc. Toro Corp. (the “CorporationCompany”) and Equiniti Trust CompanyBroadridge Corporate Issuer Solutions, LLCInc. (or any successor rights agent), as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended redeemed, may become exercisable for securities or redeemedassets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain circumstances, including if they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly an Affiliate or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereof), of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder hereof without charge after the receipt of a written request therefor. Certificates representing Common Shares that are issued at the Record Time (or confirmation of the registration of the Common Shares on the share transfer books with respect to uncertificated shares), shall evidence one Right for each Common Share evidenced thereby. The Company shall mail or arrange for the mailing of a copy of this certificate Agreement to any Person that holds Common Shares, as evidenced by the registration of the Common Shares in the name of such Person on the share transfer books of the Company, without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Toro Corp.)
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right in respect of each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) Right for each Common Share represented thereby and shall have impressed, printed, or written thereon or otherwise affixed thereto a legend in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made as of April 10March 18, 2024 2021 (the “Rights Agreement”), between Energy Fuels Inc. (the “Corporation”) and Equiniti American Stock Transfer & Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of Right for each Common Share outstanding at the Record Time and each Common Share that may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with and Certificates representing the terms hereof.
Common Shares (b) Certificates for including without limitation Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwiseSecurities) issued after the later of (i) the Record Time and (ii) the date on which all required regulatory approvals required in respect of this Agreement have been received, but prior to the Close of Business on the earlier of (iii) the Separation Time and (iv) the Expiration Time, shall also evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made as of April 10July 23, 2024 2007, as such agreement may from time to time be amended, restated, varied or replaced (the “"Rights Agreement”"), between Energy Fuels Inc. (the “Corporation”) Southwestern Resources Corp. and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the CorporationCorporation and is available for viewing at wxx.xxxxx.xxx. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. "
(b) Certificates representing Common Shares that are issued and outstanding at the later of (i) the Record Time and (ii) the date on which all required regulatory approvals required in respect of this Agreement have been received, shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of (iii) the Separation Time and (iv) the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Southwestern Resources Corp)
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect of each Certificates for Common Share outstanding at the Record Time and each Common Share that may be Shares issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued evidence, in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior addition to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made Agreement dated as of April 10the 21st day of February, 2024 2003, as may be supplemented and amended (the “Rights Agreement”), between Energy Fuels Triant Technologies Inc. (the “CorporationCompany”) and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agentrights agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemedterminated, may expire, may become null and void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder.
(b) Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
2.2 Execution, Authentication, Delivery and Dating of Rights Certificates
(a) The Rights Certificates shall be executed on behalf of the Company by any of the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer or any Vice-President (including any Senior Vice-President), together with any other of such persons or together with any one of the Secretary, the Treasurer, any Assistant Secretary or any Assistant Treasurer, under the corporate seal of the Company, which shall be reproduced thereon. The signature of any of the officers of the Company on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the countersignature and delivery of such Rights Certificates.
(b) Promptly after the Company learns of the Separation Time, the Company will notify the Rights Agent of such Separation Time and will deliver Rights Certificates executed by the Company to the Rights Agent for countersignature, and the Rights Agent shall manually countersign and deliver such Rights Certificates to the holders of the Rights pursuant to section . No Rights Certificate shall be valid for any purpose until countersigned by the Rights Agent as aforesaid.
(c) Each Rights Certificate shall be dated the date of the countersignature thereof.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Triant Technologies Inc)
The Rights.
2.1 Issuance and Evidence of Rights; Legend on Common Share CertificatesCertificates
(a) One (1) right The Company shall issue one Right in respect of each Common Share outstanding at the Record Time and one Right in respect of each Common Share that which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time, issue one Right in respect of each Common Share which is issued after the Record Time pursuant to the exercise of Convertible Securities which are outstanding at the Stock Acquisition Date.
(b) Certificates for representing Common Shares issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Expiration Time shall evidence one
(1) evidence, in addition to the Common Shares, one Right for each Common Share represented evidenced thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto to them a legend in substantially the following (or substantially similar) form: :
(i) “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Shareholder Rights Agreement, Plan Agreement made as of April 10June 29, 2024 2011 (the “Rights Agreement”), between Energy Fuels Inc. Rubicon Minerals Corporation (the “CorporationCompany”) and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agentrights agent, as amended from time to time, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices office of the CorporationCompany. Under certain circumstances, as set forth out in the Rights Agreement, such the Rights may be amended or amended, redeemed, may expire, may become null and void (if, in certain circumstances, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure and may also have impressed on, printed on, written on or otherwise affixed to legend any certificate representing Common Shares shall not affect them, where and when required, a French language version of the validity of this Agreement or the Rights issued hereunderabove legend. Certificates representing Common Shares that are issued and outstanding at the Record Time shall also evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)
The Rights.
2.1 Issuance and Legend Legend. Certificates for the Common Shares or, if a certificate has not been issued, the registration of the Common Shares on Common Share Certificates
(a) One (1) right in respect the share transfer books of each Common Share outstanding at the Record Time and each Common Share that may be Company, issued on or after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Time, shall evidence one
(1) one Right for each Common Share represented thereby and the Company shall mail to every Person that acquires Common Shares after the Record Time, but prior to the Separation Time, either certificates for such Common Shares or a confirmation of the registration of such Common Shares on the share transfer books of the Company, which certificates or confirmation shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto to them a legend substantially in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Rights Agreement, made dated as of April 10___________, 2024 ____ (as such may be amended from time to time, the “Rights Agreement”), between Energy Fuels Inc. __________ (the “CorporationCompany”) and Equiniti Trust Company, LLC_______________________, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the CorporationCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended redeemed, may become exercisable for securities or redeemedassets of the Company or securities of another entity, may be exchanged for Common Shares or other securities or assets of the Company, may expire, may become null and void (if, in certain circumstances, including if they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly an Affiliate or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”Associate thereof, as such terms are defined in the Rights Agreement, or a by any transferee thereof), of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificatehereby. The Corporation Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder hereof without charge after the receipt of a written request therefor. Certificates representing Common Shares that are issued at the Record Time (or confirmation of the registration of the Common Shares on the share transfer books with respect to uncertificated shares), shall evidence one Right for each Common Share evidenced thereby. The Company shall mail or arrange for the mailing of a copy of this certificate Agreement to any Person that holds Common Shares, as evidenced by the registration of the Common Shares in the name of such Person on the share transfer books of the Company, without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Toro Corp.)
The Rights.
2.1 Issuance and Legend on Common Share CertificatesLEGEND ON COMMON SHARE CERTIFICATES
(a) One (1) right in respect Certificates issued for Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be issued Convertible Securities, after the Record Time and date hereof but prior to the close of business on the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto to them a legend in substantially the following form: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Shareholder Rights Plan Agreement, dated as of the 25th day of June, 2007, as amended from time to time (the "Rights Agreement, made as of April 10, 2024 (the “Rights Agreement”"), between Energy Fuels Olympus Pacific Minerals Inc. (the “"Corporation”") and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become null and void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as is reasonably practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereundertherefore. Certificates representing Common Shares that are issued and outstanding as at the Record Time date hereof shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
(b) Registered holders of Common Shares who have not received a share certificate and are entitled to do so on the earlier of the Separation Time and the Expiration Time shall be entitled to Rights as if such certificates had been issued and such Rights shall for all purposes hereof be evidenced by the corresponding entries on the Corporation's securities registers for the Common Shares.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Olympus Pacific Minerals Inc)
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right in respect Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them prior to the Amendment Date (i) the legend set forth in substantially Section 2.1 of the Original Plan, the legend set forth in Section 2.1 of the Amended and Restated Shareholders Rights Plan Agreement dated April 21, 1999, the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 26, 2002, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated April 28, 2005, which legends shall be deemed to be amended for all purposes to read the same as the following formlegend or (ii) the following legend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Plan Agreement, made dated as of April 1024, 2024 2008 (amending and restating the Shareholder Rights Plan Agreement dated January 25, 1996 as amended and restated April 15, 1996, April 21, 1999, April 26, 2002 and April 28, 2005, as such may from time to time be amended, restated, varied or replaced, (the “Rights Agreement”), between Suncor Energy Fuels Inc. (the “Corporation”) and Equiniti Computershare Trust Company, LLC, Company of Canada as Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under certain circumstances, as set forth forth, in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable, after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement (Suncor Energy Inc)
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right in respect of each Certificates for Common Share outstanding at the Record Time and each Common Share that may be Shares issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall also evidence one
(1) one Right for each Common Share represented evidenced thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them the legend set forth in substantially the Original Agreement (which legend shall be deemed for all purposes to be amended to read the same as set forth below), but any Common Share certificates issued after the Amendment Date but prior to the earlier of the Separation Time and the Expiration Time shall have impressed on, printed on, written on, or otherwise affixed to them the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in a an Amended and Restated Shareholder Rights Plan Agreement, made dated as of April 10the 18TH day of MAY, 2024 2023 (the “”Rights Agreement”), between Energy Fuels SNC-Lavalin group Inc. (the “”Corporation”) and Equiniti Trust Company, LLCComputershare Investor Services Inc., as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights may be amended or redeemedamended, terminated, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, whether currently held by or a transferee thereof), on behalf of such Person or any subsequent holder) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as it is practicable after the receipt of a written request therefor. Jusqu’à l’heure de séparation (définie dans la convention de droits de souscription mentionnée ci-dessous), le présent certificat atteste également que son porteur jouit de certains DROITS STIPULÉS DANS UNE CONVENTION MODIFIÉE ET MISE À JOUR CRÉANT UN RÉGIME DE DROITS DE SOUSCRIPTION DES ACTIONNAIRES INTERVENUE EN DATE DU 18 MAI 2023 (« CONVENTION DE DROITS DE souscription ») entre Groupe SNC-Lavalin inc. (« Société ») et Services aux Investisseurs Computershare Inc., à titre d’agent des droits de souscription, convention dont les conditions sont intégrées dans les présentes par renvoi et dont une copie peut être consultée xxxxxx xxx heures normales d’affaires aux bureaux de direction principaux de la Société. Dans certaines circonstances stipulées dans la convention de droits de souscription, ces droits de souscription peuvent être modifiés, être annulés, expirer ou devenir nuls (si, dans certaines CIRCONSTANCES, ILS SONT « DÉTENUS À TITRE DE VÉRITABLE PROPRIÉTAIRE » PAR UNE « PERSONNE FAISANT UNE ACQUISITION », SELON LA DÉFINITION DE CES TERMES DANS LA CONVENTION DE DROITS DE SOUSCRIPTION, QU’ILS SOIENT DÉTENUS ACTUELLEMENT PAR CETTE PERSONNE OU UN PORTEUR ULTÉRIEUR OU POUR LE COMPTE DE CEUX-CI). Les droits de souscription peuvent aussi être attestés par des certificats distincts et peuvent ne plus être attestés par le présent certificat. La Société postera ou fera poster sans frais une copie de la convention de droits de souscription au porteur du présent certificat dès que possible après la réception d’une demande écrite à cet effet.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder.
(b) Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date, as the case may be, shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding until the absence close of a legend in substantially the foregoing form until business on the earlier of the Separation Time and the Expiration TimeTime notwithstanding the absence of the legend required by this section 2.1.
(c) Any Common Shares issued and registered in Book Entry Form after the Record Time but prior to the earlier of the Separation Time and the Expiration Time shall evidence, in addition to the Common Shares, one Right for each Common Share represented thereby and the registration record of such Common Shares shall include the foregoing legend, adapted accordingly as the Rights Agent may reasonably require.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right in respect Certificates Certificates for the Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them (i) the legend set forth in substantially Section 2.1 of the Original Plan, which legend shall be deemed to be amended for all purposes to read the same as the following formlegend, or (ii) the following legend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a an Amended and Restated Shareholder Rights Agreement, made Plan Agreement dated as of April 10September 23, 2024 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004), as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Energy Fuels Inc. Open Text Corporation (the “Corporation”) and Equiniti Trust Company, LLC, Computershare Investor Services Inc. as Rights Agent, the terms of which are hereby incorporated herein by reference and and, a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable, after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. Certificates representing Common Shares that are issued and outstanding at the Record Time or the Amendment Date shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on LEGEND ON CERTIFICATES Certificates for the Common Share Certificates
(a) One (1) right in respect Shares, including without limitation, Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon typewritten on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Amended and Restated Shareholder Rights Plan Agreement, made dated as of April 10the 8 day of April, 2024 2002 (amending and restating the “Shareholder Rights Agreement”Plan Agreement dated as of the 17 day of March 2002, as such may be from time to time amended, restated, varied or replaced), between Energy Fuels QLT Inc. (the “Corporation”"CORPORATION") and Equiniti Computershare Trust Company, LLCCompany of Canada, as Rights AgentAgent (the "RIGHTS AGREEMENT"), the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement, ) whether currently held or a transferee thereof), on behalf or such Person or any subsequent holder or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. " Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby notwithstanding the absence of a legend in substantially the foregoing form legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) right One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Common Share Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time Time”) and one Right has been and shall be issued in respect of each Common Share that may be Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time shall be issued in accordance with the terms hereof.Time; and
(b2) Certificates In the event that certificates for Common Shares Units are issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) Expiration Time, they shall evidence one
(1) evidence, in addition to the Units, one Right for each Common Share Unit represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a to them, prior to the date hereof the legend set forth in substantially Subsection 2.01 of the Original Agreement, which legend shall be deemed to be amended for all purposes to read the same as the legend set forth below, and after the date hereof the following formlegend: “Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a the Unitholder Rights Agreement, made Agreement dated as of April 10March 11, 2024 2013, as amended and restated as of June 7, 2016 and as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between Energy Fuels Inc. PRO Real Estate Investment Trust (the “CorporationREIT”) and Equiniti Equity Financial Trust Company, LLC, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices office of the CorporationREIT. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or amended, redeemed, may expire, may become void (if, ; in certain circumstancescases, they are “Beneficially Owned” by a “Person” who is or becomes an “Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”, as such terms are defined in the Rights Agreement, Agreement or a transferee thereof), or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days promptly after the receipt of a written request therefor.” Failure Units registered in Book Entry Form that are issued after the Record Time but prior to legend any certificate representing Common Shares the earlier of the Separation Time and the Expiration Time, shall not affect evidence, in addition to the validity Units, one Right for each Unit represented by such registration and the registration record of this Agreement or such Units shall be deemed to include the Rights issued hereunderforegoing legend. Certificates representing Common Shares Units that are issued and outstanding at and the Record Time registration record of Units issued and registered in Book Entry Form shall evidence one (1) Right for each Common Share Unit evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Unitholder Rights Agreement
The Rights.
2.1 Issuance and Legend on Common Share CertificatesCertificates
(a) One (1) right in respect Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of each Common Share outstanding at the Record Time and each Common Share that may be Convertible Securities, issued after the Record Time and but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time Time, shall be issued in accordance with the terms hereof.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time (and whether upon the conversion of Convertible Securities or otherwise) shall also evidence one
(1) one Right for each Common Share represented thereby and shall have impressedimpressed on, printedprinted on, or written thereon on or otherwise affixed thereto a legend in substantially to them the following formlegend: “"Until the Separation Time (as such term is defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Plan Agreement, made dated as of April 1019, 2024 2001 (the “"Rights Agreement”"), between Energy Fuels Inc. (the “Corporation”) Corporation and Equiniti Computershare Trust Company, LLCCompany of Canada, as Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file and may be inspected during normal business hours at the principal executive offices registered office of the Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended or redeemed, may expire, may become void (if, in certain circumstancescases, they are “"Beneficially Owned” " by a “Person” who is or becomes an “"Acquiring Person” or any Person acting jointly or in concert with an Acquiring Person or with an “Affiliate” or “Associate” of an “Acquiring Person”", as such terms are defined in the Rights Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days as soon as practicable after the receipt of a written request therefor.” Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued hereunder. "
(b) Certificates representing Common Shares that are issued and outstanding at the Record Time shall evidence one (1) Right for each Common Share evidenced thereby thereby, notwithstanding the absence of a legend in substantially the foregoing form legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Samples: Shareholder Rights Plan (Offshore Systems International LTD)