The Rights. (1) One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and (2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, one Right for each Unit represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 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 the Unitholder Rights Agreement dated as of March 11, 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 PRO Real Estate Investment Trust (the “REIT”) and TSX Trust Company, 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 office of the REIT. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; in certain cases, they are “Beneficially Owned” by 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 REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 2 contracts
Sources: Unitholder Rights Agreement, Unitholder Rights Agreement
The Rights. 2.1 Issuance and Evidence of Rights, Legend on Common Share Certificates
(1a) One The Company shall issue one Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit Common Share 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 Unit Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time; and, 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.
(2b) In the event that certificates for Units are Certificates representing Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the UnitsCommon Shares, one Right for each Unit represented Common Share evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the them a legend set forth in 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 legend: (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 the Unitholder Amended and Restated Shareholder Rights Plan Agreement dated as of March 11, 2013, as amended and restated made as of June 714, 20162006______, as amended and restated on June 4, 2019, and as such may from time to time be amended, restated, varied or replaced 2011 (the “Rights Agreement”), between PRO Real Estate Investment Trust Rubicon Minerals Corporation (the “REITCompany”) and TSX Trust CompanyComputershare 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 office of the REITCompany. Under certain circumstances, as set forth out in the Rights Agreement, such the Rights may be amended, redeemed, may expire, may become null and void (if; in certain cases, they are “Beneficially Owned” by 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 REIT Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior and may also have impressed on, printed on, written on or otherwise affixed to the earlier them, where and when required, a French language version of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing above legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall also evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing 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
Sources: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)
The Rights. (1a) One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates Certificates for Units are Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, also evidence one Right for each Unit represented Common Share evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof them the legend set forth in Subsection 2.01 of the Original Agreement, Agreement (which legend shall be deemed for all purposes to be amended for all purposes to read the same as the legend set forth below), and but any Common Share certificates issued after the date hereof 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 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 rights as set forth in the Unitholder an Amended and Restated Shareholder Rights Agreement Plan Agreement, dated as of March 11the 18TH day of MAY, 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 2023 (the “”Rights Agreement”), between PRO Real Estate Investment Trust SNC-Lavalin group Inc. (the “REIT”Corporation”) and TSX Trust CompanyComputershare 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights rights may be amended, redeemedterminated, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” by an “Acquiring Person”, as such terms are defined in the Rights Agreement 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly 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 ▇▇▇▇▇▇ ▇▇▇ 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.” Units
(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 Right for each Common Share evidenced thereby until the close of business on the earlier of the Separation Time and the Expiration Time notwithstanding the absence of the legend required by this section 2.1.
(c) Any Common Shares issued and registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, Time shall evidence, in addition to the UnitsCommon Shares, one Right for each Unit Common Share represented by such registration thereby and the registration record of such Units Common Shares shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and , adapted accordingly as the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration TimeRights Agent may reasonably require.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement
The Rights.
2.1 Issuance and Legend on Common Share Certificates
(a) One (1) One Right has been issued, effective at the Close of Business on March 11, 2013, right in respect of each Unit Common Share outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) Time and one Right has been and shall each Common Share that may be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; andTime shall be issued in accordance with the terms hereof.
(2b) In the event that certificates Certificates for Units are Common Shares issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the Expiration Time, they conversion of Convertible Securities or otherwise) shall evidence, in addition to the Units, one evidence one
(1) Right for each Unit Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them, prior to the date hereof the thereto a legend set forth in 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 substantially the following legendform: “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 the Unitholder a Rights Agreement dated Agreement, made as of March 1118, 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 2021 (the “Rights Agreement”), between PRO Real Estate Investment Trust Energy Fuels Inc. (the “REITCorporation”) and TSX 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain casescircumstances, 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly within five days after the receipt of a written request therefor.” Units registered in Book Entry Form that are Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legendhereunder. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one (1) Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement
The Rights. (1) One Right has been issued, effective at the Close of Business 2.1 Legend on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; andCommon Share Certificates
(2a) In Certificates representing the event that certificates for Units are Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, also evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Rights Agreement Plan Agreement, dated as of March 11April 19, 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 2001 (the “"Rights Agreement”"), between PRO Real Estate Investment the Corporation and Computershare Trust (the “REIT”) and TSX Trust CompanyCompany 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 registered office of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “"Beneficially Owned” " by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. "
(b) Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan (Offshore Systems International LTD)
The Rights. (1) One Right has been issued, effective at the Close of Business 2.1 Legend on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; andCertificates
(2a) In the event that certificates Certificates for Units are Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the UnitsCommon Shares, one Right for each Unit represented Common Share evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Rights Agreement dated as of March 11the 21st day of February, 20132003, as may be supplemented and 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 PRO Real Estate Investment Trust Triant Technologies Inc. (the “REITCompany”) and TSX Trust CompanyComputershare 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 office offices of the REITCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemedterminated, may expire, may become null and void (if; in certain cases, they are “Beneficially Owned” by 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 REIT Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend.
(b) Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, 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
Sources: Shareholder Rights Plan Agreement (Triant Technologies Inc)
The Rights. 2.1 Issuance and Evidence of Rights; Legend on Common Share Certificates
(1a) One The Company shall issue one Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit Common Share 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 Unit Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time in accordance with the terms hereof. Notwithstanding the foregoing, the Company may, after the Separation Time but prior to the Expiration Time; and, 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.
(2b) In the event that certificates for Units are Certificates representing Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the UnitsCommon Shares, one Right for each Unit represented Common Share evidenced thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the them a legend set forth in 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 legend: (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 the Unitholder Amended and Restated Shareholder Rights Plan Agreement dated as of March 11, 2013, as amended and restated made as of June 729, 2016, as amended and restated on June 4, 2019, and as such may from time to time be amended, restated, varied or replaced 2011 (the “Rights Agreement”), between PRO Real Estate Investment Trust Rubicon Minerals Corporation (the “REITCompany”) and TSX Trust CompanyComputershare 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 office of the REITCompany. Under certain circumstances, as set forth out in the Rights Agreement, such the Rights may be amended, redeemed, may expire, may become null and void (if; in certain cases, they are “Beneficially Owned” by 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 REIT Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior and may also have impressed on, printed on, written on or otherwise affixed to the earlier them, where and when required, a French language version of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing above legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall also evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Rubicon Minerals Corp)
The Rights. 2.1. Issuance and Evidence of Rights; Legend on Common Share Certificates
(1a) One The Corporation shall declare and issue one Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit Common Share 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 Unit Common Share which may be issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; Time 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.
(2b) In the event that certificates for Units Certificates representing Common Shares which are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, will evidence one Right for each Unit Common Share represented thereby and shall have impressed onimpressed, printed on, or written on thereon or otherwise affixed to them, prior to the date hereof the thereto a legend set forth in 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 substantially the following legendform: “"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 the Unitholder Shareholder Rights Plan Agreement dated as of March November 11, 20132013 between MFC Industrial Ltd. (the "Corporation") and Computershare Inc., as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and Rights Agent (as such agreement may from time to time be amended, restated, varied or replaced (replaced, the “"Shareholder Rights Agreement”"), between PRO Real Estate Investment Trust (the “REIT”) and TSX Trust Company, 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 office of the REITCorporation and is available for viewing at ▇▇▇.▇▇▇▇▇.▇▇▇. Under certain circumstances, circumstances as set forth in the Shareholder Rights Agreement, such Rights rights may be amended, redeemedredeemed or exchanged, may expire, may lapse, may become void (if; , in certain casescircumstances, they are “"Beneficially Owned” " by a person who is or becomes an “"Acquiring Person”", as such terms are defined in the Shareholder Rights Agreement Agreement, or a transferee thereof), ) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The REIT Corporation will mail or arrange for the mailing of a copy of the Shareholder Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. " Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form shall Record Time will also evidence one Right for each Unit one Common Share evidenced thereby, notwithstanding the absence of the foregoing 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
Sources: Shareholder Rights Plan Agreement (MFC Industrial Ltd.)
The Rights. 2.1 Legend on Common Share Certificates
2.1.1 Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the later of:
(1a) One Right has the Record Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been issuedreceived, effective at but prior to the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of of:
(c) the Separation Time and the Expiration Time; and
(2d) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, also evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Rights Agreement dated Plan Agreement, made as of March 11May 29, 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 2006 (the “Rights Agreement”), between PRO Real Estate Investment Trust (the “REIT”) Company and TSX Trust CompanyComputershare 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 registered office of the REITCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” by 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 REIT Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. ”
2.1.2 Certificates representing Units Common Shares that are issued and outstanding and at the registration record later of:
(a) the Record Time; and
(b) the date on which all required regulatory approvals required in respect of Units issued and registered in Book Entry Form this Agreement have been received, shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of of:
(c) the Separation Time and Time; and
(d) the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Norsemont Mining Inc.)
The Rights. (1) One Right has been issued2.1 LEGEND ON CERTIFICATES Certificates for the Common Shares, effective at including without limitation, Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written typewritten on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder Shareholder Rights Agreement Plan Agreement, dated as of March 11the 4th day of February , 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and 2005 as such may be from time to time be amended, restated, varied or replaced replaced, between Aspreva Pharmaceuticals Corporation (the “Rights Agreement”), between PRO Real Estate Investment Trust (the “REIT”"CORPORATION") and TSX Trust CompanyComputershare 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly within five days after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. " Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Aspreva Pharmaceuticals CORP)
The Rights. (1) One Right has been issued2.1 Legend on Common Share Certificates Certificates for the Common Shares, effective at including without limitation Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them, them prior to the date hereof Amendment Date (i) the legend set forth in Subsection 2.01 Section 2.1 of the Original AgreementPlan, 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 legend legends shall be deemed to be amended for all purposes to read the same as the following legend set forth below, and after the date hereof 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 the Unitholder an Amended and Restated Shareholder Rights Agreement Plan Agreement, dated as of March 11April 24, 20132008 (amending and restating the Shareholder Rights Plan Agreement dated January 25, 1996 as amended and restated as of June 7April 15, 20161996, as amended April 21, 1999, April 26, 2002 and restated on June 4April 28, 20192005, and as such may from time to time be amended, restated, varied or replaced replaced, (the “Rights Agreement”), between PRO Real Estate Investment Trust Suncor Energy Inc. (the “REITCorporation”) and TSX Computershare Trust Company, 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 registered office of the REITCorporation. Under certain circumstances, as set forth forth, in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable, after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time or the Amendment Date shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Suncor Energy Inc)
The Rights. (1) One Right has been issued2.1 LEGEND ON CERTIFICATES Certificates for the Common Shares, effective at including without limitation, Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written typewritten on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder Amended and Restated Shareholder Rights Plan Agreement, dated as of the 8 day of April, 2002 (amending and restating the Shareholder Rights Plan Agreement dated as of the 17 day of March 112002, 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and as such may be from time to time be amended, restated, varied or replaced (the “Rights Agreement”replaced), between PRO Real Estate Investment Trust QLT Inc. (the “REIT”"CORPORATION") and TSX Computershare Trust CompanyCompany 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” "BENEFICIALLY OWNED" by an “Acquiring Person”"ACQUIRING PERSON", as such terms are defined in the Rights Agreement 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly within five days after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. " Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
The Rights. (1) One Right 2.1 Legend. Certificates for the Common Shares or, if a certificate has not been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier registration of the Separation Time and Common Shares on the Expiration Time; and
(2) In share transfer books of the event that certificates for Units are Company, issued on or after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, evidence one Right for each Unit 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 impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the them a legend set forth substantially in 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 legendform: “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 the Unitholder a Rights Agreement Agreement, dated as of March 11___________, 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and ____ (as such may be amended from time to time be amendedtime, restated, varied or replaced (the “Rights Agreement”), between PRO Real Estate Investment Trust __________ (the “REITCompany”) and TSX Trust Company_______________________, 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 office offices of the REITCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amendedredeemed, redeemedmay become exercisable for securities or assets 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 cases, including if they are “Beneficially Owned” by an “Acquiring Person”” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement 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 REIT 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 promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Protection Rights Agreement (Toro Corp.)
The Rights. 2.1 Issuance and Legend on Common Share Certificates
(1a) One Right has been issued, effective at the Close of Business on March 11, 2013, right in respect of each Unit Common Share outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) Time and one Right has been and shall each Common Share that may be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In Time shall be issued in accordance with the event that certificates for Units are 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 earlier of Expiration Time.
(b) Certificates for Common Shares issued after the Record Time hereof but prior to the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them, prior to the date hereof the thereto a legend set forth in 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 substantially the following legendform: “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 the Unitholder a Rights Agreement dated Agreement, made as of March April 11, 20132007, 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 PRO Real Estate Investment Trust Century Mining Corporation (the “REITCorporation”) and TSX Trust CompanyComputershare 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain casescircumstances, 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly within five days after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Century Mining Corp)
The Rights. (1) One Right has been issued2.1 Legend on Common Share Certificates Certificates for the Common Shares, effective at including without limitation Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the UnitsCommon Shares, one Right for each Unit Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Rights Plan Agreement dated as of March 11May 14, 20132018, 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 PRO Real Estate Investment Trust Dealnet Capital Corp. (the “REITCorporation”) and TSX Trust Company, 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 and may be inspected during normal business hours at the principal executive registered office of the REITCorporation and is available for viewing at ▇▇▇.▇▇▇▇▇.▇▇▇. Under The existence of the Rights Agreement may be confirmed at three year intervals by the vote of a majority of the Independent Shareholders (as such term is defined in the Rights Agreement) in a manner which is consistent with the provisions of the Rights Agreement. In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable, after the receipt of a written request therefor.” Units . Any Common Shares issued and registered in Book Entry Form (that are issued evidenced by an advice or other statement on which are maintained electronically the records of the transfers) after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the UnitsCommon Shares, one on Right for each Unit Common Share represented by such registration and the registration record of such Units Common Shares shall be deemed to include the foregoing legend, adapted accordingly, as the Rights Agent may reasonably require. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement
The Rights. (1) One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates 2.1 LEGEND ON CERTIFICATES Certificates for Units are Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and shall and, at the option of the Board of Directors, may have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Protection Rights Agreement Plan Agreement, dated as of March 11the 18th day of December, 20131996, 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 PRO Real Estate Investment Trust Solucorp Industries Ltd. (the “REIT”"Corporation") and TSX CIBC Mellon Trust Company, 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 registered office of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, terminated, may expire, may become void (if; , in certain cases, they are “"Beneficially Owned” " by an “"Acquiring Person”", as such terms are defined in the Rights Agreement 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as is practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units Common Shares that are issued and outstanding at and after the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, 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
Sources: Shareholder Protection Rights Plan Agreement (Solucorp Industries LTD)
The Rights. (1) One Right has been issued2.1 LEGEND ON COMMON SHARE CERTIFICATES Certificates for the Common Shares, effective at including without limitation Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof them (i) the legend set forth in Subsection 2.01 Section 2.1 of the Original AgreementPlan, or the legend set forth in Section 2.1 of the Amended and Restated Shareholder Rights Plan Agreement dated May 2, 2002, which legend legends shall be deemed to be amended for all purposes to read the same as the legend set forth belowfollowing legend, and after the date hereof 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 the Unitholder an Amended and Restated Shareholder Rights Plan Agreement dated as of March 11April 27, 20132005 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated May 2, as amended and restated as of June 72002), 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 PRO Real Estate Investment Trust Nexen Inc. (the “REIT”"Corporation") and TSX CIBC Mellon Trust Company, 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 registered office of the REITCorporation. Under In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; , in certain cases, they are “"Beneficially Owned” " by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable, after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time or the Amendment Date shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
The Rights. (1) One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates Certificates for Units are Common Shares issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall Time will evidence, in addition to the UnitsCommon Shares, but subject to section 3.2, one Right for each Unit represented Common Share evidenced thereby and shall will have impressed onimpressed, printed on, or written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them substantially the following legend: “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 the Unitholder Rights Agreement dated as of March 11THIS 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, 20132021 (AS THE SAME MAY BE FURTHER AMENDED OR SUPPLEMENTED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS THEREOF, 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 THE “Rights Agreement”), between PRO Real Estate Investment Trust (the “REITRIGHTS AGREEMENT”) and TSX Trust CompanyBETWEEN HOME CAPITAL GROUP INC. (THE “CORPORATION”) AND COMPUTERSHARE INVESTOR SERVICES INC., as Rights AgentAS 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 office of the REITTHE 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 circumstancesUNDER CERTAIN CIRCUMSTANCES, as set forth in the Rights AgreementAS SET FORTH IN THE RIGHTS AGREEMENT, such Rights may be amendedSUCH RIGHTS MAY BE AMENDED, redeemedREDEEMED OR TERMINATED, may expireMAY EXPIRE, may become void MAY BECOME VOID (if; in certain casesIF, they are IN CERTAIN CASES, THEY ARE “Beneficially OwnedBENEFICIALLY OWNED” by an BY 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 REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legendTHE 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 Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form shall Record Time will evidence one Right for each Unit Common Share evidenced thereby, notwithstanding despite the absence of the foregoing legend, legend until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement
The Rights. (1) One Right 2.1 Legend. Certificates for the Common Shares or, if a certificate has not been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier registration of the Separation Time and Common Shares on the Expiration Time; and
(2) In share transfer books of the event that certificates for Units are Company, issued on or after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, evidence one Right for each Unit 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 impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the them a legend set forth substantially in 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 legendform: “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 the Unitholder a Rights Agreement Agreement, dated as of March 11[•], 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, and 2022 (as such may be amended from time to time be amendedtime, restated, varied or replaced (the “Rights Agreement”), between PRO Real Estate Investment Trust Toro Corp. (the “REITCompany”) and TSX Trust CompanyBroadridge Corporate Issuer Solutions, Inc. (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 office offices of the REITCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amendedredeemed, redeemedmay become exercisable for securities or assets 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 cases, including if they are “Beneficially Owned” by an “Acquiring Person”” or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement 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 REIT 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 promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Protection Rights Agreement (Toro Corp.)
The Rights. (1) One Right has been issuedLegend on Common Share Certificates Certificates for the Common Shares, effective at including without limitation Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they Time shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and and, commencing as soon as reasonably practicable after the Record Time, shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof them (i) the legend set forth in Subsection 2.01 Section 2.1 of the Original AgreementPlan, which legend shall be deemed to be amended for all purposes to read the same as the legend set forth belowfollowing legend, and after the date hereof 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 the Unitholder an Amended and Restated Shareholder Rights Plan Agreement dated as of March 11September 23, 2016 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, as which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of June 7December 2, 20162010, as which amended and restated on June 4the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 20192007, 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 PRO Real Estate Investment Trust Open Text Corporation (the “REITCorporation”) and TSX Trust Company, 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 registered office of the REITCorporation. Under In certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; , in certain cases, they are “Beneficially Owned” by 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 REIT Corporation will mail or arrange for the ~13~ mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable, after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time or the Amendment Date shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement
The Rights. 2.1 Issuance and Legend on Common Share Certificates
(a) One (1) One Right has been issued, effective at the Close of Business on March 11, 2013, right in respect of each Unit Common Share outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) Time and one Right has been and shall each Common Share that may be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; andTime shall be issued in accordance with the terms hereof.
(2b) In the event that certificates Certificates for Units are Common Shares issued after the Record Time hereof but prior to the earlier of the Separation Time (and whether upon the Expiration Time, they conversion of Convertible Securities or otherwise) shall evidence, in addition to the Units, evidence one (1) Right for each Unit Common Share represented thereby and shall have impressed onimpressed, printed onprinted, or written on thereon or otherwise affixed to them, prior to the date hereof the thereto a legend set forth in 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 substantially the following legendform: “"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 the Unitholder a Rights Agreement dated Agreement, made as of March 11April 10, 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 2024 (the “"Rights Agreement”"), between PRO Real Estate Investment Trust Energy Fuels Inc. (the “REIT”"Corporation") and TSX 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain casescircumstances, 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly within five days after the receipt of a written request therefor.” Units registered in Book Entry Form that are " Failure to legend any certificate representing Common Shares shall not affect the validity of this Agreement or the Rights issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legendhereunder. Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one (1) Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of a legend in substantially the foregoing legend, form until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Energy Fuels Inc)
The Rights. 2.1 LEGEND ON COMMON SHARE CERTIFICATES
(1a) One Right has been issuedCertificates issued for Common Shares, effective at including without limitation Common Shares issued upon the Close conversion of Business on March 11Convertible Securities, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued 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; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the them a legend set forth in 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 substantially the following legendform: “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 the Unitholder Shareholder Rights Agreement Plan Agreement, dated as of March 11the 25th day of June, 20132007, 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 PRO Real Estate Investment Trust Olympus Pacific Minerals Inc. (the “REIT”"Corporation") and TSX Trust CompanyComputershare 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 office offices of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become null and void (if; , in certain cases, they are “"Beneficially Owned” " by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as is reasonably practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legendtherefore. Certificates representing Units Common Shares that are issued and outstanding and as at the registration record of Units issued and registered in Book Entry Form date hereof shall evidence one Right for each Unit Common Share evidenced thereby, thereby notwithstanding the absence of the foregoing legend, 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
Sources: Shareholder Rights Plan Agreement (Olympus Pacific Minerals Inc)
The Rights. (1) One Right has been issued, effective at the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; and
(2) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, one Right for each Unit represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 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 the Unitholder Rights Agreement dated as of March 11, 2013, as amended and restated as of June 7, 2016, as amended and restated on June 4, 2019, 2016 and as such may from time to time be amended, restated, varied or replaced (the “Rights Agreement”), between PRO Real Estate Investment Trust (the “REIT”) and TSX Equity Financial Trust Company, 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 office of the REIT. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, redeemed, may expire, may become void (if; in certain cases, they are “Beneficially Owned” by 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 REIT will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. Certificates representing Units that are issued and outstanding and the registration record of Units issued and registered in Book Entry Form shall evidence one Right for each Unit evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Unitholder Rights Agreement
The Rights. 2.1 Legend on Common Share Certificates
2.1.1 Certificates representing the Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the later of:
(1a) One Right has the Record Time; and
(b) the date on which all required regulatory approvals required in respect of this Agreement have been issuedreceived, effective at but prior to the Close of Business on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of of:
(c) the Separation Time and the Expiration Time; and
(2d) In the event that certificates for Units are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, also evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Rights Agreement dated Plan Agreement, made as of March 11, 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 2004 (the “"Rights Agreement”"), between PRO Real Estate Investment the Corporation and Computershare Trust (the “REIT”) and TSX Trust CompanyCompany 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 registered office of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “"Beneficially Owned” " by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. "
2.1.2 Certificates representing Units Common Shares that are issued and outstanding and at the registration record later of:
(a) the Record Time; and
(b) the date on which all required regulatory approvals required in respect of Units issued and registered in Book Entry Form this Agreement have been received, shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of of:
(c) the Separation Time and Time; and
(d) the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Northgate Exploration LTD)
The Rights. (1) One Right has been issued, effective at the Close of Business 2.1 Legend on March 11, 2013, in respect of each Unit outstanding at 5:00 p.m. (Eastern Time) on March 11, 2013 (the “Record Time”) and one Right has been and shall be issued in respect of each Unit issued after the Record Time and prior to the earlier of the Separation Time and the Expiration Time; andCommon Share Certificates
(2a) In Certificates representing the event that certificates for Units are Common Shares, including without limitation Common Shares issued upon the conversion of Convertible Securities, issued after the Record Time but prior to the Close of Business on the earlier of the Separation Time and the Expiration Time, they shall evidence, in addition to the Units, also evidence one Right for each Unit Common Share represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them, prior to the date hereof the legend set forth in 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 them 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 the Unitholder a Shareholder Rights Agreement Plan Agreement, dated as of March 11November 27, 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 1998 (the “"Rights Agreement”"), between PRO Real Estate Investment Trust (the “REIT”) Corporation and TSX Trust CompanyEquity 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 registered office of the REITCorporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be amended, amended or redeemed, may expire, may become void (if; , in certain cases, they are “"Beneficially Owned” " by 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 REIT Corporation will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge promptly as soon as practicable after the receipt of a written request therefor.” Units registered in Book Entry Form that are issued after the Record Time but prior to the earlier of the Separation Time and the Expiration Time, shall evidence, in addition to the Units, one Right for each Unit represented by such registration and the registration record of such Units shall be deemed to include the foregoing legend. "
(b) Certificates representing Units Common Shares that are issued and outstanding and at the registration record of Units issued and registered in Book Entry Form Record Time shall evidence one Right for each Unit Common Share evidenced thereby, notwithstanding the absence of the foregoing legend, until the earlier of the Separation Time and the Expiration Time.
Appears in 1 contract
Sources: Shareholder Rights Plan Agreement (Altair International Inc)