F-8 Sample Contracts

SUPPORT AGREEMENT STRICTLY CONFIDENTIAL
Letter Agreement • March 26th, 2007 • Algonquin Power Income Fund • Ontario
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TRANSACTION AGREEMENT
Transaction Agreement • March 28th, 2003 • Great West Lifeco Inc • Life insurance • Ontario
BETWEEN
Algonquin Power Income Fund • March 26th, 2007 • Ontario
BETWEEN
Offer Agreement • August 19th, 2003 • Apf Energy Trust /Fi • Alberta
LOCK-UP AGREEMENT
Lock-Up Agreement • May 9th, 2008 • Eldorado Gold Corp /Fi • Gold and silver ores • Ontario
EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario

The Company is engaged in the business of secured financing of vehicles and providing or arranging for the provision of related services.

WARRANT AGREEMENT Providing for the creation and issue of Common Share Purchase Warrants
Warrant Agreement • July 28th, 2008 • Kinross Gold Corp • Gold and silver ores • Ontario

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company licensed to carry on business in all Provinces in Canada (the "Agent").

LOCK-UP AGREEMENT
Lock-Up Agreement • September 19th, 2013 • Denison Mines Corp. • Miscellaneous metal ores • Ontario

NOW THEREFORE, in consideration of the Offeror agreeing to initiate and make the Offer, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereby agree as follows:

BILATERAL CONFIDENTIALITY AGREEMENT
Bilateral Confidentiality Agreement • January 13th, 2005 • Hydrogenics Corp • Motors & generators • Ontario

THIS BILATERAL CONFIDENTIALITY AGREEMENT (this "Agreement") is made as of the 12th day of November, 2002 (the "Effective Date") by and between STUART ENERGY SYSTEMS CORPORATION ("Stuart Energy"), a Canadian corporation having a principal place of business at 5101 Orbitor Drive, Mississauga, Ontario L4W 4V1 and HYDROGENICS CORPORATION ("Hydrogenics"), a Canadian corporation having a principal place of business at 5985 McLaughlin Road, Mississauga, Ontario L5R 1B8.

SUPPORT AGREEMENT
Support Agreement • March 19th, 2010 • Kinross Gold Corp • Gold and silver ores • Ontario

THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:

DEPOSITARY AGREEMENT
Agreement • January 13th, 2005 • Hydrogenics Corp • Motors & generators • Ontario

Hydrogenics Corporation (the "Company") proposes to make an offer (the "Offer") to purchase all of the outstanding common shares (the "Subject Shares") of Stuart Energy Systems Corporation. The Company wishes to confirm the terms of your appointment as depositary under the Offer.

LOCK-UP AGREEMENT (HARD)
Lock-Up Agreement • April 13th, 2010 • OSISKO MINING Corp • Ontario

This Lock-Up Agreement sets out the terms and conditions of the agreement of the Seller to: (i) support the Offer; (ii) deposit or cause to be deposited under the Offer all of the Common Shares currently owned or controlled by the Seller; and (iii) subject to the terms hereof, exercise the Options or Warrants currently owned by the Seller for Common Shares (“Subsequently Acquired Common Shares”) and to deposit such Subsequently Acquired Common Shares under the Offer (such Common Shares referred to in (ii) above and such Subsequently Acquired Common Shares are hereinafter collectively referred to as the “Subject Common Shares”).

Contract
Teck Cominco LTD • July 17th, 2007 • Mining & quarrying of nonmetallic minerals (no fuels)
ESCROW AGREEMENT
Escrow Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario

WHEREAS the Bank and VFC Inc. ("VFC") have entered into a Support Agreement dated the date hereof, pursuant to which the Bank has agreed to make a takeover bid (the "Bid") for all of the common shares of VFC, pursuant to which the Bank will offer to pay for common shares of VFC in either cash or, if approved by the board, cash or common shares ("Common Shares") of the Bank;

CONFIDENTIALITY AGREEMENT made in the City of Montréal, Province of Québec on November 28, 2002,
Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services

AND WHEREAS CGI is considering a transaction (the "Transaction") relating to the capital stock of the Target. The Transaction may involve the disclosure of certain verbal and written information which is either non-public, confidential or proprietary by, or at the request of or on behalf of, one party (the "Disclosing Party") to the other party or its representatives (the "Receiving Party"). All such information furnished to the Receiving Party and its directors, officers, employees, auditors, legal counsel and other representatives (collectively, the "Representatives") together with analyses, compilation, forecasts, studies or other documents prepared by the Disclosing Party, its agents and Representatives which contain or otherwise reflect such information, is herein collectively referred to as the "Confidential Information";

ARTICLE 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Singular, Plural, etc. 5 1.3 Currency 6 1.4 Headings, etc. 6 1.5 Date for any Action 6 1.6 Governing Law 6 1.7 Attornment 6 1.8 Incorporation of Schedules 6 ARTICLE 2 THE OFFER 7 2.1 The Offer 7 2.2...
Offer Agreement • April 26th, 2004 • Apf Energy Trust /Fi • Alberta

NOW THEREFORE IN CONSIDERATION OF the mutual covenants hereinafter contained and other good and valuable consideration (the receipt and adequacy whereof is hereby acknowledged), the Parties agree as follows:

October 19, 2005 Stuart F. Feiner, Esq. Executive Vice President, General Counsel and Secretary Inco Limited 145 King Street West Suite 1500 Toronto, ON, Canada M5H 4B7 Dear Stuart:
Confidentiality Agreement • October 24th, 2005 • Inco LTD • Primary smelting & refining of nonferrous metals • New York

This is to confirm our agreement that effective the date hereof MacKenzie Partners, Inc. (“MacKenzie Partners”) has been engaged by Inco Limited (the “Company”) as Information Agent for all of the issued and outstanding common shares of Falconbridge Limited (the “Offer”). As Information Agent, MacKenzie Partners will perform customary services (the “Services”) for the Company, including distribution of the Offer materials to securityholders, providing information to securityholders from the materials, and providing such other advisory services as may be requested from time to time by the Company.

AMENDING AGREEMENT
Amending Agreement • July 17th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels)

WHEREAS the Offeror has offered to purchase all outstanding common shares of the Company in accordance with a support agreement dated July 3, 2007 entered into between the Offeror and the Company (the “Support Agreement”);

TRUST INDENTURE between BORALEX INC. and COMPUTERSHARE TRUST COMPANY OF CANADA Providing for the Issue of 6.25% Convertible Unsecured Subordinated Debentures Dated as of •, 2010 Fraser Milner Casgrain llp
Trust Indenture • May 20th, 2010 • Boralex Inc.

COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company incorporated under the federal laws of Canada and authorized to carry on business in all provinces of Canada (hereinafter referred to as the “Debenture Trustee”)

LOCK-UP AGREEMENT
Cgi Group Inc • December 9th, 2002 • Services-management consulting services

WHEREAS the Vendor, itself and through its wholly-owned subsidiaries, National Bank Group Inc. ("NBG") and National Bank Financial Inc. (together, the "Bank Subsidiaries") is the registered or beneficial owner of 9,450,187 common shares (the "Vendor Shares") in the share capital of Cognicase Inc. (the "Corporation");

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SUPPORT AGREEMENT March 21, 2010
Support Agreement • April 13th, 2010 • OSISKO MINING Corp • Ontario

WHEREAS the Offeror desires to acquire all of the Common Shares (as hereinafter defined) of the Company prior to the Expiry Time (as hereinafter defined) and is prepared to make an offer to acquire such Common Shares;

LOCK-UP AGREEMENT
Letter Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario

This letter agreement (the "Agreement") sets out the terms and conditions upon which The Toronto-Dominion Bank, directly or through a wholly-owned subsidiary, (the "Offeror") will make an offer (the "Offer") to purchase all of the outstanding common shares ("Shares"), including any additional Shares that may be acquired as contemplated in Section 2.1(a)(ii) and (iii) ("Subsequently Acquired Shares") and Shares issuable on the exercise of outstanding stock options (the "Options") and share purchase warrants (the "Warrants"), of VFC Inc. ("VFC").

Cascades Inc. 404, boul. Marie-Victorin, Kingsey Falls (Québec) Canada JOA 1B0 Téléphone: (819) 363-5100 Télécopieur: (819) 363-5155 www.cascades.com • info@cascades.com
Boralex Inc. • May 20th, 2010 • Quebec

Cascades Inc. (the “Holder”) understands that Boralex Power Income Fund (the “Fund”) and Boralex Inc. (“Boralex”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) pursuant to which Boralex, directly or through a wholly-owned direct or indirect subsidiary, will make an offer by way of takeover bid (the “Offer”) to purchase all of the issued and outstanding trust units in the capital of the Fund for $5.00 principal amount of Convertible Debentures (as defined in the Support Agreement) per trust unit, all on and subject to the terms and conditions of the Support Agreement.

Kinross Gold Corporation 25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 phone: 416-365-5123 fax: 416-363-6622
Kinross Gold Corp • March 19th, 2010 • Gold and silver ores

This Agreement is made in the context of a proposed take-over bid in which Kinross Gold Corporation (the “Offeror”) will make an offer (the “Offer”) for all of the issued and outstanding Common Shares of Underworld Resources Inc. (the “Company”).

SUPPORT AGREEMENT
Support Agreement • May 20th, 2010 • Boralex Inc.

WHEREAS the Offeror, directly or through a wholly-owned direct or indirect subsidiary of the Offeror, wishes to make an offer by way of take-over bid to the Unitholders (as defined below) to purchase all of the issued and outstanding Units (as defined below), and has agreed with the Fund to make such offer, all on and subject to the terms and conditions of this Agreement (as defined below);

SUPPORT AGREEMENT
Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario

WHEREAS the Offeror desires to acquire all of the issued and outstanding common shares (the "Shares") of the Company not currently owned by it and is prepared to make, directly or indirectly, an offer to acquire such Shares;

DEPOSITARY AGREEMENT
Cgi Group Inc • December 9th, 2002 • Services-management consulting services

CGI Group Inc. (the "Company") proposes to make an offer to purchase (i) all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc. ("Cognicase") for a purchase price of, at the option of the holder, Cdn. $4.25 cash per Cognicase Share or 0.5484 Class A Subordinate Shares of the Company for each Cognicase Share (or any combination thereof) (the "Offer"), on the terms and conditions set out in the accompanying Offering Circular. The Cognicase Shares are referred to as the "Cognicase Shares." The Company wishes to confirm the terms of your appointment as depositary under the Offer.

STRICTLY CONFIDENTIAL
Kinross Gold Corp • July 28th, 2008 • Gold and silver ores • Ontario

As you are aware, Kinross Gold Corporation ("Kinross") proposes to make an offer for all of the issued and outstanding common shares (the "Common Shares") in the capital of Aurelian Resources Inc. (the "Company") including any Common Shares that may become issued and outstanding after the date of the Offer upon the exercise of any existing options or other rights to purchase Common Shares. This letter agreement (the "Agreement") sets out the terms and conditions pursuant to which the Seller agrees to support the Offer and to deposit, or cause to be deposited, under the Offer the "Seller's Shares" (as defined below), and sets out the obligations and commitments of the Seller in connection therewith.

BCE INC. -and- BELL ALIANT INC. -and- BELL ALIANT PREFERRED EQUITY INC. SUPPORT AGREEMENT July 23, 2014
Support Agreement • August 14th, 2014 • Bce Inc • Telephone communications (no radiotelephone) • Ontario

to the Preferred Shareholders and that it would be in the best interests of Prefco to support and facilitate the Preferred Share Exchange Offer and enter into this Agreement and to recommend that Preferred Shareholders tender their Preferred Shares to the Preferred Share Exchange Offer, all on the terms and subject to the conditions contained herein.

EXCLUSIVITY AGREEMENT made in the City of Montréal, Province of Québec on November 29, 2002,
Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services

WHEREAS the Bank is the beneficial owner of common shares (the "Vendor Shares") of the capital stock of Cognicase Inc. (the "Target");

May 4, 2010 Boralex Power Income Fund 772 Sherbrooke St. West, Suite 200 Montreal, Quebec, H3A IGI Dear Sirs/Madams: Re: Irrevocable Support and Voting Agreement
Boralex Inc. • May 20th, 2010 • Quebec

Edward J. Kernaghan (the “Holder”) understands that Boralex Power Income Fund (the “Fund”) and Boralex Inc. (“Boralex”) wish to enter into a support agreement dated as of the date hereof (the “Support Agreement”) pursuant to which Boralex, directly or through a wholly-owned direct or indirect subsidiary, will make an offer by way of takeover bid (the “Offer”) to purchase all of the issued and outstanding trust units in the capital of the Fund for S5.00 principal amount of Convertible Debentures (as defined in the Support Agreement) per trust unit, all on and subject to the terms and conditions of the Support Agreement.

LOCK-UP AGREEMENT
Agreement • September 8th, 2006 • Yamana Gold Inc • Gold and silver ores • Ontario

WHEREAS the Seller is the registered and/or direct or indirect beneficial owner of the issued and Viceroy Shares (as defined herein) of Viceroy Exploration Ltd. ("Viceroy") set forth opposite the Seller's name in Schedule A to this Agreement;

Proposal & Agreement For an Information Agent Program For Regarding the Proposed Tender Offer for AUR RESOURCES INC.
Executive Summary • July 17th, 2007 • Teck Cominco LTD • Mining & quarrying of nonmetallic minerals (no fuels)

Georgeson Shareholder Communications Canada, Inc. (“Georgeson”) proposes to provide Information Agent services to Teck Cominco Limited (“Teck Cominco”) with respect to the proposed offer (the “Offer”) to acquire the outstanding shares of Aur Resources Ltd. (“Aur Resources”). Georgeson and our U.S. affiliate Georgeson Shareholder Communications Inc. (“GSC”), with over 500 dedicated proxy professionals globally are the world leaders in the field of Information Agent and Proxy Solicitation services and have served the requirements of thousands of Issuer firms over the past 70 years. The Information Agent program detailed in this proposal provides Teck Cominco with the most comprehensive and very best service available.

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