Transfer to Other Principals. (1) You may transfer escrow securities within escrow:
Transfer to Other Principals. (1) You may transfer escrow securities within escrow:
(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or
(b) to a person or company that after the proposed transfer
(i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and
(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries.
(2) Prior to the transfer the Escrow Agent must receive:
(a) a certificate signed by a director or officer of the Issuer authorized to sign stating that:
(i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer, or
(ii) the transfer is to a person or company that
(A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and
(B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer, and
(iii) any required approval from the Canadian exchange the Issuer is listed on has been received;
(b) an acknowledgment in the form of Schedule signed by the transferee;
(c) copies of the letters sent to the securities regulators accompanying the acknowledgement; and
(d) a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.
(3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.
Transfer to Other Principals. (1) A Securityholder may transfer Escrow Securities within escrow:
Transfer to Other Principals. (1) You may transfer escrow securities within escrow: -------------------------------------------------------------------------------- FORM 5D ESCROW AGREEMENT PAGE 6 (AS AT AUGUST 2002)
Transfer to Other Principals. You may transfer escrow securities, other than options, within escrow: to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or to a person or company that after the proposed transfer will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, provided that: you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. Prior to the transfer the Escrow Agent must receive:
Transfer to Other Principals. You maytransfer escrow sec thin escrow:
Transfer to Other Principals. (1) You may transfer escrow securities within escrow:
(a) to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or
(b) to a person or company that after the proposed transfer
(i) will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and
(ii) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, provided that:
(c) you make an application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and
(d) the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date.
(2) Prior to the transfer the Escrow Agent must receive:
(a) a certificate signed by a director or officer of the Issuer authorized to sign, stating that:
(i) the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or
(ii) the transfer is to a person or company that:
(A) the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and
(B) has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries after the proposed transfer; and
(iii) any required approval from the Exchange or any other exchange on which the Issuer is listed has been received;
(b) an acknowledgment in the form of Form 5E signed by the transferee; and
(c) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent.
