Common use of Declaration as to Non-Canadian Holders Clause in Contracts

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a Canadian resident Fiduciary of Rights or securities issuable on exercise of Rights, the holder thereof in trust for the Persons entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 3 contracts

Samples: Shareholder Rights Plan Agreement, Shareholder Rights Plan Agreement (Postmedia Network Canada Corp.), Shareholder Rights Plan Agreement

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Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors Trustees (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Trust with the securities laws or comparable legislation of a jurisdiction outside of Canada, the Board of Directors Trustees, acting in good faith may faith, shall take such actions as it they may deem appropriate to ensure that such compliance is not required, including including, without limitation limitation, establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a resident agent (a “Resident Agent”) of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to the Fiduciary Resident Agent or to the Fiduciary Resident Agent and the CorporationTrust, as the Corporation Trust may determine, determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons entitled thereto. In no event shall the Corporation Trust or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof Canada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 3 contracts

Samples: Unitholders Rights Plan Agreement, Unitholders Rights Plan Agreement, Unitholders Rights Plan Agreement

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors Trustees (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Trust with the securities laws or comparable legislation of a jurisdiction outside Canadaof Canada or the United States, the Board of Directors Trustees, acting in good faith may faith, shall take such actions as it they may deem appropriate to ensure that such compliance is not required, including including, without limitation limitation, establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a resident agent (a “Resident Agent”) of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to such rights unto the Fiduciary Resident Agent or to the Fiduciary Resident Agent and the CorporationTrust, as the Corporation Trust may determine, determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons Persons entitled thereto. In no event shall the Corporation Trust or the Rights Agent be he required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 2 contracts

Samples: Rights Plan Agreement, Unitholder Rights Plan Agreement

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a Canadian resident Fiduciary of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, as the Corporation may determine, absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons Persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any a province or territory thereof in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Vizsla Silver Corp.), Shareholder Rights Plan Agreement

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance with the securities laws or comparable legislation of a jurisdiction outside Canada, the Board of Directors acting in good faith may take such actions as it may deem appropriate to ensure that such compliance is not required, including without limitation establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a fiduciary (a "Fiduciary") of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to the Fiduciary or to the Fiduciary and the Corporation, Corporation as the Corporation may determine, absolute instrument discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons entitled thereto. In no event shall the Corporation or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 2 contracts

Samples: Shareholder Rights Plan Agreement (Apollo Gold Corp), Shareholder Rights Plan Agreement (Kingsway Financial Services Inc)

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Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada, the Board of Directors Directors, acting in good faith may faith, shall take such actions as it they may deem appropriate to ensure that such compliance is not required, including including, without limitation limitation, establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a resident agent (a “Resident Agent” ) of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to such rights unto the Fiduciary Resident Agent or to the Fiduciary Resident Agent and the CorporationCompany, as the Corporation Company may determine, determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons Persons entitled thereto. In no event shall the Corporation Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof Canada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 1 contract

Samples: Shareowner Rights Plan Agreement (Cott Corp /Cn/)

Declaration as to Non-Canadian Holders. If in the opinion of the Board of Directors Trustees (who may rely upon the advice of counsel) any action or event contemplated by this Agreement would require compliance by the Trust with the securities laws or comparable legislation of a jurisdiction outside Canadaof Canada or the United States, the Board of Directors Trustees, acting in good faith may faith, shall take such actions as it they may deem appropriate to ensure that such compliance is not required, including including, without limitation limitation, establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a resident agent (a “Resident Agent”) of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to such rights unto the Fiduciary Resident Agent or to the Fiduciary Resident Agent and the CorporationTrust, as the Corporation Trust may determine, determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons Persons entitled thereto. In no event shall the Corporation Trust or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof the United States, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 1 contract

Samples: Unitholder Rights Plan Agreement

Declaration as to Non-Canadian Holders. If If, in the opinion of the Board of Directors (who may rely upon the advice of counsel) ), any action or event contemplated by this Agreement would require compliance by the Company with the securities laws or comparable legislation of a jurisdiction outside of Canada, the Board of Directors Directors, acting in good faith may faith, shall take such actions as it they may deem appropriate to ensure that such compliance is not required, including including, without limitation limitation, establishing procedures for the issuance to a an appropriate Canadian resident Fiduciary acting as a resident agent (a “Resident Agent”) of Rights or securities issuable on exercise of Rights, the holder holding thereof in trust for the Persons Person entitled thereto (but reserving to such rights unto the Fiduciary Resident Agent or to the Fiduciary Resident Agent and the CorporationCompany, as the Corporation Company may determine, determine in its absolute discretion with respect thereto) and the sale thereof and remittance of the proceeds of such sale, if any, to the persons Persons entitled thereto. In no event shall the Corporation Company or the Rights Agent be required to issue or deliver Rights or securities issuable on exercise of Rights to persons Persons who are citizens, residents or nationals of any jurisdiction other than Canada and any province or territory thereof Canada, in which such issue or delivery would be unlawful without registration of the relevant Persons or securities for such purposes.

Appears in 1 contract

Samples: Shareowner Rights Plan Agreement (Cott Corp /Cn/)

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