U.S. Legend on Common Shares. Each certificate representing the Common Shares issued upon conversion of a Debenture bearing the U.S. Legend (and all Common Shares issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form; provided that if any Common Shares bearing the following legend are being sold outside of the United States to non-U.S. Persons in accordance with Regulation S under the U.S. Securities Act, the legend may be removed by providing a duly completed and signed declaration to the Transfer Agent, to the effect set forth in Schedule 5.4 hereof: “THE COMMON SHARES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES THAT THIS SECURITY AND ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY OF THE ISSUER, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144A UNDER THE U.S. SECURITIES ACT, (D) IN ACCORDANCE WITH, AND IN A TRANSACTION MEETING THE REQUIREMENTS OF, RULE 144 UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.” Any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agent, be exchanged for a new certificate or certificates for a like aggregate number of Common Shares, which shall not bear the foregoing restrictive legend.
U.S. Legend on Common Shares. Each certificate representing Common Shares issued to a U.S. Person, a person in the United States, or for the account or benefit of a U.S. Person or a person in the United States, upon conversion of Debentures shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule "D" attached hereto (subpart 1). For so long as the Corporation is not a "foreign issuer" under Regulation S, each certificate representing Common Shares issued outside of the United States to or for the account or benefit of a non-U.S. Person or a person not in the United States, upon conversion of Debentures shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule "D" attached hereto (subpart 2).
U.S. Legend on Common Shares. (a) Each certificate representing Common Shares issued upon conversion of Debentures pursuant to this Article 6, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall have imprinted or otherwise reproduced thereon such legend or legends, including the U.S. Legend and/or Canadian legend, not inconsistent with the provisions of the Indenture, as may be required to comply with any law or with any rules or regulations pursuant thereto or with any rules or regulations of any securities exchange or securities regulatory authority or to conform with general usage, all as may be determined by the Corporation, as conclusively evidenced by the issue of such certificates.
U.S. Legend on Common Shares. (a) Each certificate representing Common Shares issued upon conversion of Debentures bearing the U.S. Legend shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule “G” attached hereto; provided that if such Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with Canadian local laws and regulations, and provided that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a declaration to the Trustee, as registrar and transfer agent for the Common Shares, substantially as set forth in Schedule “E” hereto (or as the Corporation or the Trustee may prescribe from time to time), together with any other evidence reasonably requested by the Corporation or Trustee, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and satisfactory to the Trustee, to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; and provided further that, if any such Common Shares are being sold in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed by delivery to the Trustee, as registrar and transfer agent for the Common Shares, of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and satisfactory to the Trustee, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws. Provided that the Trustee obtains confirmation from the Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.
U.S. Legend on Common Shares. (a) Each certificate representing Common Shares issued upon conversion or maturity of Debentures bearing the U.S. Legend (or in lieu of cash as interest thereon) shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule C attached hereto.
U.S. Legend on Common Shares. (a) Each certificate representing Common Shares issued upon conversion of Debentures pursuant to this Article 4 bearing the U.S. Legend set forth in Section 2.15(a), as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall also bear the U.S. Legend set forth in Section 2.15(a).
U.S. Legend on Common Shares. Each certificate representing Common Shares issued upon conversion of Debentures pursuant to this Article 5 bearing the U.S. Legend set forth in Section 2.13, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall also bear the U.S. Legend set forth in Section 2.13; provided that if the Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S, the U.S. Legend may be removed by providing a declaration to the Indenture Trustee, as registrar and transfer agent for the Common Shares, as set forth in Schedule “A” hereto (or as the Corporation may prescribe from time to time); and provided further that, if any such securities are being sold within the United States in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed by delivery to the Indenture Trustee, as registrar and transfer agent for the Common Shares, of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or state securities laws. Provided that the Indenture Trustee obtains confirmation from the Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.
U.S. Legend on Common Shares. Common Shares issued upon conversion of Restricted Uncertificated Debentures or Restricted Physical Debentures, until such time as the same is no longer required under applicable requirements of the U.S. Securities Act or U.S. state securities laws, shall be represented by instruments that bear a U.S. restrictive legend in substantially the form of Schedule C attached hereto or shall be identified by a restricted CUSIP number market to bear such U.S. restrictive legend; provided, that, if the Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S in circumstances where Rule 905 of Regulation S does not apply, and in compliance with Canadian local laws and regulations, such Common Shares may be transferred to an unrestricted CUSIP or the U.S. legend may be removed by providing an executed declaration to the the registrar and transfer agent for the Common Shares (the “Transfer Agent”) in such form as the Corporation or the Transfer Agent may prescribe from time to time, together with any other evidence reasonably requested by the Corporation or the Transfer Agent, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Transfer Agent to the effect that the transfer is being made in compliance with Rule 904 of Regulation S; provided further that if the Common Shares are held by, or being transferred to, a Qualified Institutional Buyer, such Common Shares may be transferred to an unrestricted CUSIP or the U.S. legend may be removed by providing an executed Qualified Institutional Buyer Letter as set forth in Schedule F (or as the Corporation or the Transfer Agent may prescribe from time to time), together with any other evidence reasonably requested by the Corporation or the Transfer Agent, which evidence may include an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation and the Transfer Agent to the effect that the that the Common Shares no longer require a restricted CUSIP or the U.S. legend is no longer required under applicable requirements of the U.S. Securities Act or applicable U.S. state securities laws; and provided further that, if any Common Shares are being sold in accordance with Rule 144 under the U.S. Securities Act, if available, the Common Shares may be transferred into an unrestricted CUSIP or the U.S. legend may be removed by delivery to the Transfer Agent of a...
U.S. Legend on Common Shares. Each certificate representing Common Shares issued upon conversion of Debentures pursuant to this Article 6 bearing the U.S. Legend set forth in Section 2.17, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall also bear the U.S. Legend set forth in Section 2.17; provided that if the Common Shares are being sold outside the United States in accordance with Rule 904 of Regulation S, and provided that the Corporation is a "foreign issuer" within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a declaration to the Indenture Trustee, as registrar and transfer agent for the Common Shares, as set forth in Schedule "A" hereto (or as the Corporation may prescribe from time to time); and provided further that, if any such securities are being sold within the United States in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed by delivery to the Indenture Trustee, as registrar and transfer agent for the Common Shares, of an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation, that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or state securities laws. Provided that the Indenture Trustee obtains confirmation from the Corporation that such counsel is satisfactory to it, it shall be entitled to rely on such opinion of counsel without further inquiry.
U.S. Legend on Common Shares. Each certificate representing Common Shares issued upon conversion of Notes bearing the U.S. Legend shall have imprinted or otherwise reproduced thereon such legend or legends in substantially the form of Schedule “D” attached hereto; provided, that if the Common Shares are being sold in compliance with the requirements of Rule 904 of Regulation S, and provided further that the Corporation is a “foreign issuer” within the meaning of Regulation S at the time of sale, the U.S. Legend may be removed by providing a duly completed and signed declaration to the transfer agent for the Common Shares, substantially as set forth in Schedule “E” hereto (or as the Corporation may prescribe from time to time), together with any additional documentation as may be required by the Corporation or the transfer agent, which evidence may include a written opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required pursuant to the requirements of the 1933 Act; and provided further that, if any such securities are being sold in accordance with Rule 144 under the 1933 Act, the U.S. Legend may be removed by delivery to the transfer agent for the Common Shares, of an opinion of counsel of recognized standing, in form and substance reasonably satisfactory to the Corporation, to the effect that the U.S. Legend is no longer required under applicable requirements of the 1933 Act or applicable state securities laws.
