Common use of Form of Subscription Receipt Certificates Clause in Contracts

Form of Subscription Receipt Certificates. The Subscription Receipts may be issued in both certificated and uncertificated form. All Subscription Receipts issued in certificated form shall be evidenced by a Subscription Receipt Certificate (including all replacements issued in accordance with this Agreement) issued in registered form, substantially in the form set out in Schedule “A” hereto and shall be dated as of the applicable Closing Date, shall bear such legends, distinguishing letters and numbers as the Company may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. All Uncertificated Subscription Receipts issued other than to the Depository shall be evidenced by a book position issued to the holder thereof on the register of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with Section 2.10. All Subscription Receipts issued to the Depository may be in either certificated (represented by a Global Certificate) or uncertificated (represented by an Uncertificated Subscription Receipt) form, in each case the Beneficial Owner thereof being evidenced by a book position issued to the Depository on the register of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with Section 2.10. The parties hereby acknowledge and agree that the Subscription Receipts sold to U.S. Purchasers that are Qualified Institutional Buyers pursuant to an available exemption from registration under the U.S. Securities Act and the Underlying Units issued upon conversion of such Subscription Receipts, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Subscription Receipts are, and the Underlying Units issued upon conversion of such Subscription Receipts will be, “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and that each such U.S. Purchaser was or will be required to execute a QIB Letter in which it agrees, to induce the Company to issue the Subscription Receipts to the U.S. Purchaser without a U.S. Securities Act restrictive legend, that: (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Subscription Receipts or the Underlying Units it will do so only: (A) to the Company (though the Company is under no obligation to purchase any such securities), (B) outside the United States to non-U.S. Persons in compliance with applicable local laws or regulations or (C) pursuant to a registration statement available for the resale of such securities that has been declared effective by the SEC; (ii) it will cause any CDS participant holding the Subscription Receipts or the Underlying Units on its behalf and the beneficial purchaser of such securities to comply with these restrictions; and (iv) for so long as the Subscription Receipts or the Underlying Units constitute restricted securities, it will not deposit any of such securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of such securities with Cede & Co. or any successor thereto.

Form of Subscription Receipt Certificates. The Subscription Receipts may be issued in both certificated and uncertificated form. All Subscription Receipts issued in certificated form shall be evidenced by a Subscription Receipt Certificate (including all replacements issued in accordance with this Agreement) issued in registered form, substantially in the form set out in Schedule “"A” " hereto and shall be dated as of the applicable Closing Date, shall bear such legends, distinguishing letters and numbers as the Company Corporation may, with the approval of the Subscription Receipt Agent, prescribe and shall be issuable in any denomination excluding fractions. All Uncertificated Subscription Receipts issued other than to the Depository shall be evidenced by a book position issued to the holder thereof on the register of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with Section 2.10. All Subscription Receipts issued to the Depository may be in either certificated form (represented by a Global Certificate) or uncertificated form (represented by an Uncertificated Subscription Receipt) form), in each case the Beneficial Owner thereof being evidenced by a book position issued to the Depository on the register of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with Section 2.10. The parties hereby acknowledge and agree that Notwithstanding the foregoing, the Subscription Receipts sold to originally issued to, or for the account or benefit of, U.S. Purchasers that are Qualified Institutional Buyers pursuant to an available exemption from registration under the (other than U.S. Securities Act QIB Purchasers) and the Underlying Units issued upon conversion of such Subscription Receipts, have not been and will not be registered under the U.S. Securities Act or any applicable state securities laws, and the Subscription Receipts are, and the Underlying Units issued Common Shares issuable upon conversion of such Subscription Receipts will be, “restricted securities” within the meaning of Rule 144(a)(3) under the be evidenced by physical certificates that bear U.S. Securities Act, and that each such U.S. Purchaser was or will be required to execute a QIB Letter legends set forth in which it agrees, to induce the Company to issue the Subscription Receipts to the U.S. Purchaser without a U.S. Securities Act restrictive legend, that: (i) if in the future it decides to offer, sell, pledge, or otherwise transfer, directly or indirectly, any of the Subscription Receipts or the Underlying Units it will do so only: (A) to the Company (though the Company is under no obligation to purchase any such securities), (B) outside the United States to non-U.S. Persons in compliance with applicable local laws or regulations or (C) pursuant to a registration statement available for the resale of such securities that has been declared effective by the SEC; (ii) it will cause any CDS participant holding the Subscription Receipts or the Underlying Units on its behalf and the beneficial purchaser of such securities to comply with these restrictions; and (iv) for so long as the Subscription Receipts or the Underlying Units constitute restricted securities, it will not deposit any of such securities into the facilities of the Depository Trust Company, or a successor depository within the United States, or arrange for the registration of any of such securities with Cede & Co. or any successor theretoSection 2.14.