Common use of Transfer of Subscription Receipts Clause in Contracts

Transfer of Subscription Receipts. The Subscription Receipts may only be transferred on the register kept at the at the Designated Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer attached as Schedule "C"; and (ii) in the case of uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS under the BEO System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: (i) in the case of Subscription Receipts that are held as uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS in the BEO system under the book entry registration system as the entitlement holder in respect of such Subscription Receipts; or (ii) in the case of Subscription Receipts represented by Subscription Receipt Certificates, Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in respect of such Subscription Receipts in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and all such transfers shall be duly noted in such register by the Subscription Receipt Agent.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Klondex Mines LTD)

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Transfer of Subscription Receipts. The Subject to Section 3.01(e), there are no restrictions on the transfer of the Subscription Receipts. However, the Subscription Receipts may only be transferred on the register kept at by the Subscription Receipt Agent at the Designated Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached as Schedule "C"; and to the Subscription Receipt Certificate), (ii2) in the case of uncertificated Depository Subscription Receipts, in accordance with procedures prescribed by CDS under the BEO System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: (i) in the case of Subscription Receipts that are held as uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS in the BEO system Depository under the book entry registration system as the entitlement holder in respect of such Subscription Receipts; or system, and (ii3) in the case of Subscription Receipts represented by Subscription Receipt Certificates, Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in respect of such Subscription Receipts in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred uponupon compliance with: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; andconditions herein; (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (iii) all applicable securities legislation and all requirements of regulatory authorities as confirmed by the transferor and transferee by their execution of the Form of Transfer; and such transfers transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Subscription Receipt Certificate, or the Subscription Receipt Agent shall Authenticate and deliver a Subscription Receipt Certificate upon request that part of the CDS Global Subscription Receipt be certificated. Transfers within the Depository system are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by Subscription Receipt Agent.

Appears in 1 contract

Samples: Subscription Receipt Agreement

Transfer of Subscription Receipts. The Subscription Receipts may only be transferred on the register kept at by the Subscription Receipt Agent at the Designated Office by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent only upon (i1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer (in the form attached as Schedule "C"; and to the Subscription Receipt Certificate), (ii2) in the case of uncertificated Depository Subscription Receipts, in accordance with procedures prescribed by CDS under the BEO System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Office, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: (i) in the case of Subscription Receipts that are held as uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS in the BEO system Depository under the book entry registration system as the entitlement holder in respect of such Subscription Receipts; or system, and (ii3) in the case of Subscription Receipts represented by Subscription Receipt Certificates, Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in respect of such Subscription Receipts in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred uponupon compliance with: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; andconditions herein; (ii) such reasonable requirements as the Subscription Receipt Agent may prescribe; and (iii) all applicable securities legislation and all requirements of regulatory authorities; and such transfers transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Subscription Receipt Certificate, or the Subscription Receipt Agent shall Authenticate and deliver a Subscription Receipt Certificate upon request that part of the Depository Global Subscription Receipt be certificated. Transfers within the Depository system are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by Subscription Receipt Agent.

Appears in 1 contract

Samples: Subscription Receipt Indenture

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Transfer of Subscription Receipts. The Subscription Receipts may only be transferred on the register kept at the at the Designated Office principal office of the Subscription Receipt Agent in Toronto, Ontario or Vancouver, British Columbia by the holder or its legal representatives or its attorney duly appointed by an instrument in writing upon (i) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office principal office of the Subscription Receipt Agent in Toronto, Ontario or Vancouver, British Columbia the Subscription Receipt Certificates representing the Subscription Receipts to be transferred together with a duly executed form of transfer attached as Schedule "β€œC"”; and (ii) in the case of uncertificated Uncertificated Subscription Receipts, in accordance with procedures prescribed by CDS the Depository under the BEO System. Upon surrender for registration of transfer of Subscription Receipts at the Designated Officeprincipal office of the Subscription Receipt Agent in Toronto, Ontario or Vancouver, British Columbia, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: (i) in the case of Subscription Receipts that are held as uncertificated Uncertificated Subscription Receipts, in accordance with follow the procedures prescribed by CDS the Depository in the BEO system System under the book entry registration system as the entitlement holder in respect of such Subscription Receipts; or (ii) in the case of Subscription Receipts represented by Subscription Receipt Certificates, Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in respect of such Subscription Receipts in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon: (i) payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate or uncertificated Uncertificated Subscription Receipt issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and; (ii) compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe; and (iii) compliance with all applicable securities legislation and requirements of regulatory authorities, including the rules and policies of the Stock Exchange, and all such transfers shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a Book Entry Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

Appears in 1 contract

Samples: Subscription Receipt Agreement

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