Subscription Receipts. The particular terms and provisions of each issue of subscription receipts providing for the issuance of debt securities, preferred shares or common shares on the exchange of subscription receipts will be described in the related prospectus supplement and may include the number of subscription receipts and the price at which they will be issued and whether the price is payable in instalments, any conditions to the exchange of subscription receipts into debt securities, preferred shares or common shares, as the case may be, and the consequences of such conditions not being satisfied, the procedures for the exchange of the subscription receipts into debt securities, preferred shares or common shares, as the case may be, the number of debt securities, preferred shares or common shares, as the case may be, that may be exchanged upon exercise of each subscription receipt, the dates or periods during which the subscription receipts may be exchanged into debt securities, preferred shares or common shares, as the case may be, whether such subscription receipts will be listed on any securities exchange, and any other rights, privileges, restrictions and conditions attaching to the subscription receipts. Prior to the exchange of their subscription receipts, holders of subscription receipts will not have any of the rights of holders of the securities subject to the subscription receipts.
Subscription Receipts. Parent and Buyer issue the Subscription Receipts to Sellers, pursuant to the Allocation Schedule, on January 1, 2019, provided that this Agreement has not been terminated on or before such date.
Subscription Receipts. Section 2.1 Creation and Issuance of Subscription Receipts 7 Section 2.2 Form and Terms of Subscription Receipts 7 Section 2.3 Receiptholder not a Shareholder 8 Section 2.4 Subscription Receipts to Rank Pari Passu 8 Section 2.5 Signing of Subscription Receipt Certificates 9 Section 2.6 Countersignature by the Receipt Agent 9 Section 2.7 Issue in Substitution for Subscription Receipt Certificates Lost 9 Section 2.8 Exchange of Subscription Receipt Certificates 10 Section 2.9 Charges for Exchange 10 Section 2.10 Transfer and Ownership of Subscription Receipts 10 Section 2.11 Proceeds to be Placed in Escrow 12 Section 2.12 Liquidation and Bankruptcy of the Company 12 Section 2.13 Reliance by the Receipt Agent 12
Subscription Receipts. The gross proceeds from the sale of the Subscription Receipts less an amount equal to the expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof (the “Escrowed Proceeds”) will be deposited on the Closing Date with and held by Computershare Trust Company of Canada (or such other subscription receipt agent agreed upon by the Company and GMP), as subscription receipt agent for the Company (the “Subscription Receipt Agent”), in accordance with the Subscription Receipt Agreement (as defined herein) pending satisfaction of the Release Conditions (as defined herein). Provided that the Release Conditions are satisfied on or prior to 5:00 p.m. (Toronto time) on September 19, 2016 (the “Release Deadline”), the Subscription Receipt Agent will release the Escrowed Proceeds plus any interest or other income earned thereon (the “Escrowed Funds”) to the Company (less the Commission related to the sale of the Subscription Receipts, an amount equal to any remaining unpaid expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof and the Agents’ pro rata portion of the interest earned on the Escrowed Proceeds, which amounts shall be released to GMP (on its own behalf and on behalf of the other Agents)) and each Subscription Receipt will be automatically converted into one unit of the Company (each, an “Underlying Unit”), subject to adjustment in certain circumstances in accordance with the Subscription Receipt Agreement, without payment of additional consideration and without any further action by the holder thereof (the “Escrow Release”).
Subscription Receipts. The Subscription Receipts have been duly and validly authorized and, upon receiving full payment for the Subscription Receipts and the satisfaction of the Escrow Release Condition relating to the completion of the Liquidity Event, the Underlying Shares will be validly issued as fully paid and non-assessable shares of the Corporation.
Subscription Receipts. Up to an aggregate of 25,980,000 Subscription Receipts may hereby be issued. In connection therewith, Subscription Receipt Certificates evidencing Subscription Receipts shall be executed by an authorized signatory of the Company and, upon the Written Direction of the Company, shall be Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent in accordance with such Written Direction of the Company. All Subscription Receipts issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of holders of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with this Indenture. Notwithstanding the foregoing, all Subscription Receipts issued to Registered Subscription Receipt Holders that are U.S. Purchasers shall be issued in certificated form only and such certificates shall bear the U.S. restrictive legend set forth in Section 2.04(d).
Subscription Receipts. 17 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF LEXAM VG GOLD ....................... 18 3.01 Representations and Warranties of Lexam VG Gold ........................................................ 18 3.02 Survival of Representations and Warranties ..................................................................... 33
Subscription Receipts. Notwithstanding that pursuant to the Arrangement each other Lexam VG Gold Shareholder will be entitled to receive the Arrangement Consideration in exchange for such Lexam VG Gold Shareholder's Lexam VG Gold Shares, if the XxXxxx Mining Shareholder Approval has not been obtained prior to the Effective Time, no XxXxxx Mining Shares shall be issued in respect of any Lexam VG Gold Shares beneficially held, directly or indirectly, or controlled or directed as of the date hereof, by Xx. Xxxxxx XxXxxx (the "Controlled Lexam VG Gold Shares") to the extent that such issuance would result in an issuance, in aggregate, of greater than one per cent (1%) of the number of issued and outstanding XxXxxx Mining Shares determined immediately prior to the Effective Time, as Arrangement Consideration for such Controlled Lexam VG Gold Shares. The portion of the Controlled Lexam VG Gold Shares that will result in aggregate Arrangement Consideration up to one percent (1%) of the number of issued and outstanding XxXxxx Mining Shares determined immediately prior to the Effective Time is herein referred to as the "Base Controlled Lexam VG Gold Shares" and the balance of the Controlled Lexam VG Gold Shares is herein referred to as the "Excess Controlled Lexam VG Gold Shares". In accordance with the terms of the Plan of Arrangement at the Effective Time, (i) each Base Controlled Lexam VG Gold Share shall be exchanged for the Arrangement Consideration, and (ii) each Excess Controlled Lexam VG Gold Share shall be exchanged for such fraction of one Subscription Receipt equal to one (1) multiplied by the Arrangement Consideration Factor. For greater certainty, if the XxXxxx Mining Shareholder Approval is obtained prior to the Effective Time in accordance with the Plan of Arrangement, then each Controlled Lexam VG Gold Share shall be exchanged for the Arrangement Consideration at the Effective Time and no Subscription Receipts will be created and issued. Notwithstanding the foregoing provisions of this Section 2.09, if the XxXxxx Mining Meeting occurs prior to the Effective Time and the XxXxxx Mining Shareholder Approval is not obtained at such meeting, then XxXxxx Mining shall not issue Arrangement Consideration in respect of the Excess Controlled Lexam VG Gold Shares but shall instead at the Effective Time and in accordance with the Plan of Arrangement pay to the holder thereof an amount in cash for each Excess Controlled Lexam VG Gold Share equal to the Arrangement Consideration Factor...
Subscription Receipts. 6.1 Each Subscription Receipt will entitle the holder thereof to receive upon satisfaction of the Release Conditions, and without additional consideration or action on the part of the subscriber thereof, one Unit. Each Unit is comprised of one Altitude Common Share, which, upon completion of the RTO, will be exchanged for one post-Consolidation Triumph Common Share, and one-half of one Altitude Warrant, which, upon completion of the RTO, will be exchanged for one-half of one Triumph Warrant.
Subscription Receipts. The parties hereto hereby acknowledge and agree that: (i) neither the Subscription Receipts nor the Common Shares issuable pursuant thereto have been registered under the 1933 Act or the securities laws of any state of the United States; (ii) the Subscription Receipts originally offered and sold pursuant to Section 4(a)(2) under the 1933 Act (the "U.S. Offered Securities") and the Common Shares issuable pursuant to such Subscription Receipts are and will be "restricted securities" within the meaning of Rule 144 under the 1933 Act and, accordingly, may not be offered, resold, pledged or otherwise transferred, directly or indirectly, except (A) to the Corporation; (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act and in accordance with local laws and regulations; (C) pursuant to an exemption or exclusion from the registration requirements of the 1933 Act; or (D) pursuant to a registration statement that has been declared effective under the 1933 Act, and in each case in compliance with any applicable state securities laws; and (iii) notwithstanding any other provision of this Agreement, if required by applicable law, any U.S. Offered Securities (and any Common Shares issuable pursuant thereto) may be delivered in the form of definitive Subscription Receipt Certificates (or a definitive share certificate representing the Common Shares issuable pursuant thereto, where applicable) registered in the name of the holder of such U.S. Offered Securities or Common Shares and reflecting any legends required by applicable securities laws.
