Transfer and Ownership of Special Warrants. (a) Subject to Section 2.14, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency by the holder or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company only upon surrendering to the Special Warrant Agent the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with: (i) the conditions set forth in this Indenture; (ii) such reasonable requirements as the Special Warrant Agent may prescribe; (iii) if applicable, the rules and procedures of the Depository; and (iv) all Applicable Legislation and applicable requirements of regulatory authorities, including the Securities Regulators, and such transfer will be duly noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee. (b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. (c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company and the Special Warrant Agent with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder. (d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants. (e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 2 contracts
Samples: Special Warrant Indenture, Special Warrant Indenture
Transfer and Ownership of Special Warrants. (a) Subject to Section 2.14, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency by the holder or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company only upon surrendering to the Special Warrant Agent the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions set forth in this Indenture;
(ii) such reasonable requirements as the Special Warrant Agent may prescribe;
(iii) if applicable, the rules and procedures of the Depository; and
(iv) all Applicable Legislation and applicable requirements of regulatory authorities, including the Securities Regulators, and such transfer will be duly noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities Units by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company and the Special Warrant Agent with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, hereof may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance a transaction that complies with (A) Rule 144 under the exemption U.S. Securities Act or (B) Rule 144A under the U.S. Securities Act, in each case if available, or (iv) in a transaction otherwise exempt from registration under the U.S. Securities Act provided by Rule 144 thereunderand, if availablein any event, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under laws of the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securitiesUnited States. In the event of a transfer pursuant to the foregoing clause (iiiiii)(A) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and must be furnished to the Special Warrant Agent Company stating that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, Agent as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Samples: Special Warrant Indenture
Transfer and Ownership of Special Warrants. (a) Subject to Section 2.14, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency by the holder or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company only upon surrendering to the Special Warrant Agent the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions set forth in this Indenture;
(ii) such reasonable requirements as the Special Warrant Agent may prescribe;
(iii) if applicable, the rules and procedures of the Depository; and
(iv) all Applicable Legislation and applicable requirements of regulatory authorities, including the Securities Regulators, and such transfer will be duly noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder holder, and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary contrary, except where the Company or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company and the Special Warrant Agent with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing foregoing, clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Samples: Special Warrant Indenture (Bunker Hill Mining Corp.)
Transfer and Ownership of Special Warrants. (a) Subject Unless the Company has instructed the Trustee in writing to Section 2.14waive any or all of the following requirements, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency upon receipt by the holder or its legal representative or its attorney Trustee of a duly appointed by an executed transfer instrument in writing in the form and execution satisfactory attached to the Special Warrant Agent Certificate together with evidence to its reasonable satisfaction that the transferee of such Special Warrants is:
(a) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;
(b) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
(c) a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or
(d) a transferee of a Special Warrantholder who provides the Trustee with evidence satisfactory to the Trustee and the Company only upon surrendering Company, acting reasonably, including but not limited to a properly completed and executed declaration attached as Exhibit "A" to the transfer form attached to the Special Warrant Agent Certificate, that such transferee is/was either: (i) not in the United States at the time the buy order for the Special Warrants was executed, not acquiring the Special Warrants for the account or benefit of a U.S. Person or a person in the United States and was not offered the Special Warrants in the United States, or (ii) a person that has purchased or acquired Special Warrants in a transaction exempt from registration under the U.S. Securities Act and has provided the Company with satisfactory evidence of the availability of such exemption which may, at the Company's discretion, include an opinion of counsel and was exempt from registration under any applicable securities laws of any state of the United States and that the securities laws of any other applicable jurisdiction(s) have been complied with in relation to the transfer of the Special Warrants involved, together with the Special Warrant Certificate in question (by delivery or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions mail as set forth in this Indenture;
(ii) Section 9.3 hereof), and subject to such reasonable requirements relating to the payment of costs of the transfer by the holder as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules prescribe and procedures of the Depository; and
(iv) compliance with all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including . A transferee of Special Warrants who complies with the Securities Regulators, and such transfer requirements of this Section 2.3 will be duly entitled to become noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on upon the register of holders as a Special Warrantholder. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Trustee shall forthwith give written notice thereof together with confirmation as to the identity of any the person entitled to become the holder is to the actual address Company. Forthwith after receiving written notice from the Trustee as aforesaid the Company shall, in accordance with the provisions of such Section 2.8 hereof, cause a new Special Warrant Certificate to be issued and sent to the new holder and is also determinative the Trustee shall alter its register of holders accordingly. Each Special Warrant shall bear a legend as set forth below: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE AUGUST 24, 2002. THE SPECIAL WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SPECIAL WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SPECIAL WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS THIS SPECIAL WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE." Each Special Warrant issued to a U.S. Person or a person in the residence of such holder United States, and that the address of any transferee to whom any Special Warrants or other securities each Common Share issuable upon the exercise or deemed exercise thereof, shall bear a legend as set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED ONLY: (A) TO THE COMPANY: (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) WITH THE PRIOR CONSENT OF THE COMPANY, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT." In addition, certificates representing Common Shares issued upon the exercise or deemed exercise of any Special Warrants are exercised prior to be registered, as shown on the transfer document, is the actual address earlier of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Qualification Date or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdictionExpiry Date, shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE AUGUST 24, 2002.
(c) " Subject to the provisions of this Indenture and Applicable Legislationapplicable law, the Special Warrantholders will Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance Warrants free from all equities and rights of Underlying Securities set-off or counter claim between the Company and the transferor or any previous Special Warrantholder and the issue of the Common Shares by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, Warrantholder in accordance with the terms and conditions herein contained, will contained shall discharge all responsibilities of the Company and the Special Warrant Agent Trustee with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Transfer and Ownership of Special Warrants. (a) Subject Unless the Company has instructed the Trustee in writing to Section 2.14waive any or all of the following requirements, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency upon receipt by the holder or its legal representative or its attorney Trustee of a duly appointed by an executed transfer instrument in writing in the form and execution satisfactory attached to the Special Warrant Agent Certificate together with evidence to its reasonable satisfaction that the transferee of such Special Warrants is:
(a) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;
(b) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
(c) a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or
(d) a transferee of a Special Warrantholder who provides the Trustee with evidence satisfactory to the Trustee and the Company only upon surrendering Company, acting reasonably, including but not limited to a properly completed and executed declaration attached as Exhibit "A" to the transfer form attached to the Special Warrant Agent Certificate, that such transferee is/was either: (i) not in the United States at the time the buy order for the Special Warrants was executed, not acquiring the Special Warrants for the account or benefit of a U.S. Person or a person in the United States and was not offered the Special Warrants in the United States, or (ii) a person that has purchased or acquired Special Warrants in a transaction exempt from registration under the U.S. Securities Act and has provided the Company with satisfactory evidence of the availability of such exemption which may, at the Company's discretion, include an opinion of counsel and was exempt from registration under any applicable securities laws of any state of the United States and that the securities laws of any other applicable jurisdiction(s) have been complied with in relation to the transfer of the Special Warrants involved, together with the Special Warrant Certificate in question (by delivery or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions mail as set forth in this Indenture;
(ii) Section 9.3 hereof), and subject to such reasonable requirements relating to the payment of costs of the transfer by the holder as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules prescribe and procedures of the Depository; and
(iv) compliance with all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including . A transferee of Special Warrants who complies with the Securities Regulators, and such transfer requirements of this Section 2.3 will be duly entitled to become noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on upon the register of holders as a Special Warrantholder. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Trustee shall forthwith give written notice thereof together with confirmation as to the identity of any the person entitled to become the holder is to the actual address Company. Forthwith after receiving written notice from the Trustee as aforesaid the Company shall, in accordance with the provisions of such Section 2.8 hereof, cause a new Special Warrant Certificate to be issued and sent to the new holder and is also determinative the Trustee shall alter its register of holders accordingly. Each Special Warrant shall bear a legend as set forth below: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL - EXCEPT AS PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA) AND THE RULES MADE THEREUNDER. THE SPECIAL WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SPECIAL WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SPECIAL WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS THIS SPECIAL WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE." Each Special Warrant issued to a U.S. Person or a person in the residence of such holder United States, and that the address of any transferee to whom any Special Warrants or other securities each Common Share issuable upon the exercise or deemed exercise thereof, shall bear a legend as set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED ONLY: (A) TO THE COMPANY: (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) WITH THE PRIOR CONSENT OF THE COMPANY, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT." In addition, certificates representing Common Shares issued upon the exercise or deemed exercise of any Special Warrants are exercised prior to be registered, as shown on the transfer document, is the actual address earlier of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Qualification Date or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdictionExpiry Date, shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE TRADED IN BRITISH COLUMBIA UNTIL - EXCEPT AS PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA) AND THE RULES MADE THEREUNDER.
(c) " Subject to the provisions of this Indenture and Applicable Legislationapplicable law, the Special Warrantholders will Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance Warrants free from all equities and rights of Underlying Securities set-off or counter claim between the Company and the transferor or any previous Special Warrantholder and the issue of the Common Shares by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, Warrantholder in accordance with the terms and conditions herein contained, will contained shall discharge all responsibilities of the Company and the Special Warrant Agent Trustee with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Transfer and Ownership of Special Warrants. (a) Subject to Section 2.142.15, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency by the holder or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company Corporation only upon surrendering to the Special Warrant Agent the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, together with a payment representing any transfer fees charged by the Special Warrant Agent and upon compliance with:
(i) the conditions set forth in this Indenture;
(ii) such reasonable requirements as the Special Warrant Agent may prescribe;
(iii) if applicable, the rules and procedures of the DepositoryDepositary; and
(iv) all Applicable Legislation and applicable requirements of regulatory authorities, including the Securities Regulators, and such transfer will be duly noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Lawssecurities legislation. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.142.15, the Company Corporation and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner beneficial owner thereof for all purposes and neither the Company Corporation nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Corporation or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities Unit Shares and Warrants by the Company Corporation upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company Corporation and the Special Warrant Agent with respect to such Special Warrants and neither the Company Corporation nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Samples: Special Warrant Indenture (Niocorp Developments LTD)
Transfer and Ownership of Special Warrants. (a) Subject to Section 2.14, the a. The Special Warrants may only be transferred on the register maintained Warrant Register kept at the Special Warrant Agency by the holder or its legal representative representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company Trustee only upon surrendering to the Special Trustee at the Warrant Agent Agency the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, with the transfer form thereon duly completed and executed, signed by the Warrantholder or by the duly appointed legal representative thereof or a duly authorized attorney, together with evidence of authority of any such legal representative or attorney and, if required by the transfer form, with such signature properly guaranteed, and upon compliance with:
(i) i. the conditions set forth in this Indentureherein;
(ii) . such reasonable requirements as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules and procedures of the Depository; and
(iv) iii. all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including authorities relating to the Securities Regulators, transferability of the Special Warrants or restrictions thereon; and such transfer will shall be duly noted in such register the Warrant Register by the Special Warrant AgentTrustee. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will Trustee shall issue to the transferee one or more Special a Warrant Certificates Certificate representing the Special Warrants transferred. No duty Such new Warrant Certificate shall rest be sent by first class mail or held for pick up by the transferee in accordance with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown instructions given on the transfer documentform and, is if no such instructions are given, shall be sent by first class mail to the actual address of the transferee and is also determinative appearing on the form of transfer. If less than all the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company and the Special Warrant Agent with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing are transferred, the legend set forth Trustee shall issue a new Warrant Certificate representing those Special Warrants not transferred in Section 2.13(b) hereofthe same name as the name appearing on the Warrant Certificate surrendered for transfer. Such new Warrant Certificate shall be sent by first class mail or held for pick up in accordance with instructions given on the transfer form and, if no instructions are given, shall be sent by first class mail to the address of the holder of the Special Warrants surrendered for transfer appearing on the Warrant Register.
b. The Special Warrants and the Common Shares and Purchase Warrants issuable upon exercise thereof have not been registered under the U.S. Securities Act, or the securities laws of any state of the Underlying Securities or Warrant Shares bearing such legendUnited States, and may only not be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside in the United States in compliance with Rule 904 of Regulation S or to a U.S. Person unless the Special Warrants and in compliance with applicable local laws the Common Shares and regulations, (iii) in compliance with the exemption from registration Purchase Warrants have been registered under the U.S. Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available. The Trustee shall not permit the transfer of any Special Warrants unless the holder thereof has provided by Rule 144 thereunder, if available, to the Trustee and in compliance with any applicable state securities lawsthe Corporation an opinion of counsel, or (iv) other evidence, in another transaction form reasonably satisfactory to the Corporation, to the effect that such transfer of Special Warrants does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In .
c. The Corporation and the event Trustee will deem and treat the registered owner of a transfer pursuant any Special Warrant as the beneficial owner thereof for all purposes and neither the Corporation nor the Trustee shall be affected by any notice to the foregoing clause (iii) or clause (iv)contrary.
d. Subject to the provisions of this Indenture and applicable law, Warrantholders shall be entitled to the Company rights and privileges attaching to the Special Warrants and the issue of Common Shares and Purchase Warrants upon the exercise of Special Warrant Agent may require a legal opinion Warrants by any Warrantholder in accordance with the terms and conditions herein contained shall discharge all responsibilities of counsel of recognized standing reasonably satisfactory to the Company Corporation and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants Trustee with respect to such transferSpecial Warrants and neither the Corporation nor the Trustee shall be bound to inquire into the title of any such holder.
Appears in 1 contract
Transfer and Ownership of Special Warrants. (a) Subject Unless the Company has instructed the Trustee in writing to Section 2.14waive any or all of the following requirements, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency upon receipt by the holder or its legal representative or its attorney Trustee of a duly appointed by an executed transfer instrument in writing in the form and execution satisfactory attached to the Special Warrant Agent Certificate together with evidence to its reasonable satisfaction that the transferee of such Special Warrants is:
(a) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;
(b) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
(c) a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or
(d) a transferee of a Special Warrantholder who provides the Trustee with evidence satisfactory to the Trustee and the Company only upon surrendering Company, acting reasonably, including but not limited to a properly completed and executed declaration attached as Exhibit "A" to the transfer form attached to the Special Warrant Agent Certificate, that such transferee is/was either: (i) not in the United States at the time the buy order for the Special Warrants was executed, not acquiring the Special Warrants for the account or benefit of a U.S. Person or a person in the United States and was not offered the Special Warrants in the United States, or (ii) a person that has purchased or acquired Special Warrants in a transaction exempt from registration under the U.S. Securities Act and has provided the Company with satisfactory evidence of the availability of such exemption which may, at the Company's discretion, include an opinion of counsel and was exempt from registration under any applicable securities laws of any state of the United States and that the securities laws of any other applicable jurisdiction(s) have been complied with in relation to the transfer of the Special Warrants involved, together with the Special Warrant Certificate in question (by delivery or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions mail as set forth in this Indenture;
(ii) Section 9.3 hereof), and subject to such reasonable requirements relating to the payment of costs of the transfer by the holder as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules prescribe and procedures of the Depository; and
(iv) compliance with all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including . A transferee of Special Warrants who complies with the Securities Regulators, and such transfer requirements of this Section 2.3 will be duly entitled to become noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on upon the register of holders as a Special Warrantholder. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Trustee shall forthwith give written notice thereof together with confirmation as to the identity of any the person entitled to become the holder is to the actual address Company. Forthwith after receiving written notice from the Trustee as aforesaid the Company shall, in accordance with the provisions of such Section 2.8 hereof, cause a new Special Warrant Certificate to be issued and sent to the new holder and is also determinative the Trustee shall alter its register of holders accordingly. Each Special Warrant shall bear a legend as set forth below: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE] THE SPECIAL WARRANTS AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS SPECIAL WARRANT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THIS SPECIAL WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT) OR A PERSON IN THE UNITED STATES UNLESS THIS SPECIAL WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE SECURITIES LAWS OF ALL APPLICABLE STATES OF THE UNITED STATES OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. UNTIL AN AUSTRALIAN PROSPECTUS IS LODGED WITH ASIC, THE SPECIAL WARRANTS MAY BE SUBJECT TO STATUTORY RESALE RESTRICTION IN AUSTRALIA UNDER THE CORPORATIONS ACT 2001 (COMMONWEALTH OF AUSTRALIA). THE HOLDER OF THE SPECIAL WARRANTS (AND THE COMMON SHARES ISSUED ON EXERCISE OF THE SPECIAL WARRANTS) IS ADVISED TO CONSULT ITS OWN LEGAL ADVISORS IN THIS REGARD." Each Special Warrant issued to a U.S. Person or a person in the residence of such holder United States, and that the address of any transferee to whom any Special Warrants or other securities each Common Share issuable upon the exercise or deemed exercise thereof, shall bear a legend as set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED ONLY: (A) TO THE COMPANY: (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) WITH THE PRIOR CONSENT OF THE COMPANY, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE COMPANY IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE COMPANY, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT." In addition, certificates representing Common Shares issued upon the exercise or deemed exercise of any Special Warrants are exercised prior to be registered, as shown on the transfer document, is the actual address earlier of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Qualification Date or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Expiry Date, shall bear the following legend: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [INSERT THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]" Subject to the provisions of this Indenture and Applicable Legislationapplicable law, the Special Warrantholders will Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance Warrants free from all equities and rights of Underlying Securities set-off or counter claim between the Company and the transferor or any previous Special Warrantholder and the issue of the Common Shares by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, Warrantholder in accordance with the terms and conditions herein contained, will contained shall discharge all responsibilities of the Company and the Special Warrant Agent Trustee with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Transfer and Ownership of Special Warrants. (a) Subject Unless the Corporation has instructed the Trustee in writing to Section 2.14waive any or all of the following requirements, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency upon receipt by the holder or its legal representative or its attorney Trustee of a duly appointed by an executed transfer instrument in writing in the form and execution satisfactory attached to the Special Warrant Agent Certificate together with evidence to its reasonable satisfaction that the transferee of such Special Warrants is:
(a) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;
(b) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
(c) a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or
(d) a transferee of a Special Warrantholder who provides the Trustee with evidence satisfactory to the Trustee and the Company only upon surrendering Corporation, acting reasonably, including but not limited to a properly completed and executed declaration in the form attached to the Special Warrant Agent Certificate, that such transferee is/was either: (i) not in the United States at the time the buy order for the Special Warrants was executed, not acquiring the Special Warrants for the account or benefit of a U.S. Person or a person in the United States and was not offered the Special Warrants in the United States, or (ii) a person that has purchased or acquired Special Warrants in a transaction exempt from registration under the U.S. Securities Act of 1933 and has provided the Corporation with satisfactory evidence of the availability of such exemption which may, at the Corporation's discretion, include an opinion of counsel and, in the case of (ii) was exempt from registration under any applicable securities laws of any state of the United States and that the securities laws of any other applicable jurisdiction(s) have been complied with in relation to the transfer of the Special Warrants involved, together with the Special Warrant Certificate in question (by delivery or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions mail as set forth in this Indenture;
(ii) Section 9.3 hereof), and subject to such reasonable requirements relating to the payment of costs of the transfer by the holder as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules prescribe and procedures of the Depository; and
(iv) compliance with all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including . A transferee of Special Warrants who complies with the Securities Regulators, and such transfer requirements of this Section 2.3 will be duly entitled to become noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on upon the register of holders as a Special Warrantholder. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Trustee shall forthwith give written notice thereof together with confirmation as to the identity of any the person entitled to become the holder is to the actual address Corporation. Forthwith after receiving written notice from the Trustee as aforesaid the Corporation shall, in accordance with the provisions of such Section 2.8 hereof, cause a new Special Warrant Certificate to be issued and sent to the new holder and is also determinative the Trustee shall alter its register of the residence of such holder holders accordingly. Each Special Warrant and that the address of any transferee to whom any Special Warrants or other securities each Common Share issuable upon the exercise or deemed exercise thereof, shall bear a legend as set forth below: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS THEY ARE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED: (A) TO THE CORPORATION: (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF APPLICABLE, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS; OR (D) WITH THE PRIOR CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THE CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. PROVIDED THAT THE CORPORATION IS A "FOREIGN ISSUER" WITHIN THE MEANING OF REGULATION S AT THE TIME OF SALE, A NEW CERTIFICATE, BEARING NO LEGEND MAY BE OBTAINED FROM THE REGISTRAR AND TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE REGISTRAR AND TRANSFER AGENT AND THE CORPORATION, TO THE EFFECT THAT SUCH SALE IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT." In addition, certificates representing Common Shares issued upon the exercise or deemed exercise of any Special Warrants are exercised prior to be registered, as shown on the transfer document, is the actual address earlier of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Qualification Date or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdictionExpiry Date, shall bear the following legend: "THE SECURITIES REPRESENTED BY THE CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE; HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES ON SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.
(c) " Subject to the provisions of this Indenture and Applicable Legislationapplicable law, the Special Warrantholders will Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance Warrants free from all equities and rights of Underlying Securities set-off or counter claim between the Corporation and the transferor or any previous holder of Special Warrants and the issue of the Common Shares by the Company Corporation upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, Warrantholder in accordance with the terms and conditions herein contained, will contained shall discharge all responsibilities of the Company Corporation and the Special Warrant Agent Trustee with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Transfer and Ownership of Special Warrants. (a) Subject to Section 2.142.15, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency by the holder or its legal representative or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Special Warrant Agent and the Company Corporation only upon surrendering to the Special Warrant Agent the Special Warrant Certificate or Special Warrant Certificates representing the Special Warrants to be transferred, together with a payment representing any transfer fees charged by the Special Warrant Agent and upon compliance with:
(i) the conditions set forth in this Indenture;
(ii) such reasonable requirements as the Special Warrant Agent may prescribe;
(iii) if applicable, the rules and procedures of the DepositoryDepositary; and
(iv) all Applicable Legislation and applicable requirements of regulatory authorities, including the Securities Regulators, and such transfer will be duly noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Lawssecurities legislation. The Special Warrant Agent may assume for the purposes of this Indenture that the address on the register of holders of any holder is the actual address of such holder and is also determinative of the residence of such holder and that the address of any transferee to whom any Special Warrants or other securities issuable upon the exercise of any Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.142.15, the Company Corporation and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner beneficial owner thereof for all purposes and neither the Company Corporation nor the Special Warrant Agent will be affected by any notice to the contrary except where the Company Corporation or the Special Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction.
(c) Subject to the provisions of this Indenture and Applicable Legislation, the Special Warrantholders will be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance of Underlying Securities Unit Shares and Warrants by the Company Corporation upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, in accordance with the terms and conditions herein contained, will discharge all responsibilities of the Company Corporation and the Special Warrant Agent with respect to such Special Warrants and neither the Company Corporation nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) 2.14 and/or 2.15 hereof, or any of the Underlying Securities or Warrant underlying Unit Shares bearing such legendand Warrants, may only be offered, sold, pledged or otherwise transferred (i) to the CompanyCorporation, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) pursuant to a registration statement that has been declared effective under the 1933 Act and is available for resale of the Special Warrants or the underlying Unit Shares and Warrants, as applicable, or (iv) in compliance with the any other exemption from registration under the U.S. Securities Act provided by 1933 Act, including Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) . The Special Warrant Agent understands and agrees that in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iiiii) or clause (iv), the Company Corporation and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company Corporation and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities 1933 Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
Samples: Special Warrant Indenture (Niocorp Developments LTD)
Transfer and Ownership of Special Warrants. (a) Subject Unless the Company has instructed the Trustee in writing to Section 2.14waive any or all of the following requirements, the Special Warrants may only be transferred on the register maintained at the Special Warrant Agency upon receipt by the holder or its legal representative or its attorney Trustee of a duly appointed by an executed transfer instrument in writing in the form and execution satisfactory attached to the Special Warrant Agent Certificate together with evidence to its reasonable satisfaction that the transferee of such Special Warrants is:
(a) the executor, administrator, heir or legal representative of the heirs of the estate of a deceased Special Warrantholder;
(b) a guardian, committee, trustee, curator or tutor representing a Special Warrantholder who is an infant, an incompetent person or a missing person;
(c) a liquidator of, or a trustee in bankruptcy for, a Special Warrantholder; or
(d) a transferee of a Special Warrantholder who provides the Trustee with evidence satisfactory to the Trustee and the Company only upon surrendering Company, acting reasonably, including but not limited to a properly completed and executed declaration attached as Exhibit βAβ to the transfer form attached to the Special Warrant Agent Certificate, that such transferee is/was either: (i) not in the United States at the time the buy order for the Special Warrants was executed, not acquiring the Special Warrants for the account or benefit of a U.S. Person or a person in the United States and was not offered the Special Warrants in the United States, or (ii) a person that has purchased or acquired Special Warrants in a transaction exempt from registration under the U.S. Securities Act and has provided the Company with satisfactory evidence of the availability of such exemption which shall include an opinion of counsel reasonably acceptable to the Company that such transaction was exempt from registration under any applicable securities laws of any state of the United States and that the securities laws of any other applicable jurisdiction(s) have been complied with in relation to the transfer of the Special Warrants involved, together with the Special Warrant Certificate in question (by delivery or Special Warrant Certificates representing the Special Warrants to be transferred, and upon compliance with:
(i) the conditions mail as set forth in this Indenture;
(ii) Section 9.3 hereof), and subject to such reasonable requirements relating to the payment of costs of the transfer by the holder as the Special Warrant Agent Trustee may prescribe;
(iii) if applicable, the rules prescribe and procedures of the Depository; and
(iv) compliance with all Applicable Legislation applicable securities legislation and applicable requirements of regulatory authorities, including . A transferee of Special Warrants who complies with the Securities Regulators, and such transfer requirements of this Section 2.3 will be duly entitled to become noted in such register by the Special Warrant Agent. Upon compliance with such requirements, unless such Special Warrants have been deposited into the Book-Entry Only System, the Special Warrant Agent will issue to the transferee one or more Special Warrant Certificates representing the Special Warrants transferred. No duty shall rest with the Special Warrant Agent to determine compliance of the transferee or transferor of any Special Warrants with applicable Securities Laws. The Special Warrant Agent may assume for the purposes of this Indenture that the address on upon the register of holders as a Special Warrantholder. After receiving the surrendered Special Warrant Certificate and upon the person surrendering the same meeting the requirements as hereinbefore set forth, the Trustee shall forthwith give written notice thereof together with confirmation as to the identity of any the person entitled to become the holder is to the actual address Company. Forthwith after receiving written notice from the Trustee as aforesaid the Company shall, in accordance with the provisions of such Section 2.8 hereof, cause a new Special Warrant Certificate to be issued and sent to the new holder and is also determinative the Trustee shall alter its register of the residence of such holder and that the address of any transferee to whom any holders accordingly. Each Special Warrant shall bear a legend as set forth below: Each certificate representing Common Shares or Warrants (or other securities issuable Common Shares issued upon the exercise of any Warrants) issued pursuant to an exercise of Special Warrants are to be registered, as shown on the transfer document, is the actual address of the transferee and is also determinative of the residency of the transferee.
(b) Subject to Section 2.14, the Company and the Special Warrant Agent will deem and treat the registered owner of any Special Warrant Certificate as the Beneficial Owner thereof for all purposes and neither the Company nor the Special Warrant Agent will be affected by any notice prior to the contrary except where Expiry Date will bear a legend as follows: Any certificates representing Common Shares bearing the Company or foregoing legend will bear the Special Warrant Agent is required to take notice by statute or by order of following additional legend: Each certificate representing Warrants will bear a court of competent jurisdiction.
(c) legend as follows: Subject to the provisions of this Indenture and Applicable Legislationapplicable law, the Special Warrantholders will Warrantholder shall be entitled to the rights and privileges attaching to the Special Warrants, as applicable. The issuance Warrants free from all equities and rights of set-off or counterclaim between the Company and the transferor or any previous Special Warrantholder and the issue of the Underlying Securities by the Company upon the exercise or deemed exercise of the Special Warrants by any Special Warrantholder, Warrantholder in accordance with the terms and conditions herein contained, will contained shall discharge all responsibilities of the Company and the Special Warrant Agent Trustee with respect to such Special Warrants and neither the Company nor the Special Warrant Agent will be bound to enquire into the title of any such holder.
(d) Special Warrants represented by a Special Warrant Certificate bearing the legend set forth in Section 2.13(b) hereof, or any of the Underlying Securities or Warrant Shares bearing such legend, may only be offered, sold, pledged or otherwise transferred (i) to the Company, (ii) outside the United States in compliance with Rule 904 of Regulation S and in compliance with applicable local laws and regulations, (iii) in compliance with the exemption from registration under the U.S. Securities Act provided by Rule 144 thereunder, if available, and in compliance with any applicable state securities laws, or (iv) in another transaction that does not require registration under the U.S. Securities Act or any applicable state laws and regulations governing the offer and sale of securities. In the event of a transfer pursuant to the foregoing clause (iii) or clause (iv), the Company and the Special Warrant Agent may require a legal opinion of counsel of recognized standing reasonably satisfactory to the Company and the Special Warrant Agent that such transfer is exempt from registration under the U.S. Securities Act and applicable state securities laws. Notwithstanding the foregoing, the Special Warrant Agent may impose additional requirements for the removal of legends from the Special Warrants.
(e) Notwithstanding any other provision of this Section 2.10, in connection with any transfer of Special Warrants, the transferor and transferee shall comply with all reasonable requirements of the Special Warrant Agent, as the Special Warrant Agent may deem necessary to secure the obligations of the transferee of such Special Warrants with respect to such transfer.
Appears in 1 contract
