Additional Terms and Conditions to Issuance of CDRs Sample Clauses

Additional Terms and Conditions to Issuance of CDRs. The Subscriber shall ensure that the Share Delivery Number of Shares is Delivered to the Custody Account by it or on its behalf free and clear of all liens before the Prescribed Time; and, subject to the terms of the relevant CDR subscription agreement, the Depositary shall cause the CDR Subscription Number of CDRs to be issued to the Subscriber on or after the CDR Ratio Adjustment Time on the Issuance Date following completion of such Delivery of Shares. Any Shares Delivered by or on behalf of the Subscriber to the Custody Account prior to the CDR Ratio Adjustment Time on the Issuance Date shall be held as nominee for the Subscriber until the CDR Subscription Number of CDRs are issued to the Subscriber on or after the CDR Ratio Adjustment Time on such Issuance Date and the Delivery shall be deemed to have been made only upon such issuance of CDRs. Further, subject to any waiver or deferral of fee or other payment obligations by the Depositary and the Custodian, any Delivery to the Custody Account of Shares shall be deemed to have been made only upon payment to the Depositary and the Custodian of the fees and expenses of the Depositary for the Delivery of the applicable Canadian Depositary Receipts as provided in Section 5.9 (Charges of Depositary), payment of any amounts owing by the Subscriber to BMO under Section 2.1(b), and payment of all taxes and other governmental charges and fees payable in connection with such Delivery and the transfer of the Deposited Securities, and no such Delivery shall be considered to have been made until payment of such amounts is made. At the request, risk and expense of any Person proposing to deposit Shares, and for the account of such Person, the Depositary or its agents may receive from the Dealers designated by the Subscriber certificates for Shares to be deposited, together with the other instruments herein specified, for the purpose of forwarding such Share certificates to the Custodian for deposit hereunder. Each of the parties to this Agreement acknowledge and agree that: i) to the extent BMO’s transfer agent transfers the CDR Subscription Number of CDRs to CIBC Mellon as BMO’s agent prior to such CDRs being issued in connection with a CDR subscription, and CIBC Mellon for operational convenience records such delivery as being made to the Custody Account, only BMO as Depositary will have any interest in such CDRs which shall promptly either be delivered to the relevant Subscriber upon satisfaction of subscription ...
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