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: 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.
Appears in 2 contracts
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can), Indenture (Fairfax Financial Holdings LTD/ Can)
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: 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 Agenttransfer agent for the Common Shares, be exchanged for a new certificate or certificates for a like aggregate number of Common Shares, which shall not bear the foregoing restrictive legend.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)
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 : Notwithstanding the foregoing, 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: Any such Common Shares as to which such restrictions on transfer shall have expired in accordance with their terms no longer be required by the U.S. Securities Act may, (a) upon surrender of the certificates representing such Common Shares for exchange in accordance with the procedures of the Transfer Agent, be exchanged like aggregate number of Common Shares or (b) upon conversion of all or any portion of a Restricted Debenture in accordance with the provisions of this Article 5, be issued for the applicable number of Common Shares, in each case, represented by a new certificate or certificates for a like aggregate number of Common Shares, which that shall not bear the foregoing restrictive legend.
Appears in 1 contract
Samples: Subscription Agreement (Fairfax Financial Holdings LTD/ Can)