The Rights Agent Clause Samples
The Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder in accordance with mutually agreed upon fee schedule and, from time to time, on demand of the Rights Agent, to reimburse the Rights Agent for all of its expenses and counsel fees and other disbursements incurred in the preparation, delivery, negotiation, amendment, administration and execution of this Rights Agreement and the exercise and performance of its duties hereunder. The Company also covenants and agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including, without limitation, the reasonable fees and expenses of legal counsel), that may be paid, incurred or suffered by it, or to which it may become subject, without gross negligence, bad faith or willful misconduct (which gross negligence, bad faith or willful misconduct must be determined by a final, non-appealable judgment of a court of competent jurisdiction) on the part of the Rights Agent for any action taken, suffered or omitted to be taken by the Rights Agent in connection with the acceptance, administration, exercise and performance of its duties under this Rights Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or enforcing its rights hereunder. The costs and expenses incurred in enforcing this right of indemnification shall be paid by the Company.
(b) The Rights Agent shall be authorized and protected and shall incur no liability for, or in respect of any action taken, suffered or omitted to be taken by it in connection with, its acceptance and administration of this Rights Agreement and the exercise and performance of its duties hereunder, in reliance upon any Rights Certificate or certificate (including in the case of uncertificated shares, by notation in book entry accounts reflecting ownership) for the Preferred Shares or Common Shares or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof. The Rights Agent shall n...
The Rights Agent. General 22 4.2 Merger, Amalgamation or Consolidation or Change of Name of Rights Agent 23 4.3 Duties of Rights Agent 24 4.4 Change of Rights Agent 25 4.5 Compliance with Money Laundering Legislation 25 4.6 Privacy Provision 26
The Rights Agent. (1) The Corporation hereby appoints the Rights Agent to act as agent for the Corporation in accordance with the terms and conditions hereof, and the Rights Agent hereby accepts such appointment. The Corporation may from time to time appoint such co-Rights Agents as it may deem necessary or desirable, subject to the prior approval of the Rights Agent. In the event the Corporation appoints one or more co-Rights Agents, the respective duties of the Rights Agents and co-Rights Agents shall be as the Corporation may determine, with the approval of the Rights Agent. The Corporation agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses (including reasonable counsel fees and disbursements) incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Corporation also agrees to indemnify the Rights Agent, its officers, directors and employees for, and to hold such persons harmless against, any loss, liability, cost, claim, action, suit, damage, or expense incurred (that is not the result of negligence, bad faith or wilful misconduct on the part of any one or all of the Rights Agent, its officers, directors or employees) for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability, which right to indemnification will survive the termination of this Agreement or the resignation or removal of the Rights Agent.
(2) The Rights Agent shall be protected from and shall incur no liability for or in respect of any action taken, suffered or omitted by it in connection with its administration of this Agreement in reliance upon any certificate for Voting Shares or any Rights Certificate or Book Entry Form statement or certificate for other securities of the Corporation, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement, or other paper or document believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons.
(3) The Corporation shall inform the Rights Agent in a reasonably timely manner of events which may materially affect the administration of this Agreement by the Rights Agent and at any time, u...
The Rights Agent. (a) The Company agrees to pay to the Rights Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Rights Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder. The Company also agrees to indemnify the Rights Agent for, and to hold it harmless against, any loss, liability or expense, incurred without gross negligence, bad faith or willful misconduct on the part of the Rights Agent, for anything done or omitted by the Rights Agent in connection with the acceptance and administration of this Agreement, including the costs and expenses of defending against any claim of liability in the premises. In no event will the Rights Agent be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever, even if the Rights Agent has been advised of the possibility of such loss or damage.
(b) The Rights Agent shall be protected and shall incur no liability for, or in respect of any action taken, suffered or omitted by it in connection with, its administration of this Agreement in reliance upon any Rights Certificate or certificate for the Preferred Shares or shares of Common Stock or for other securities of the Company, instrument of assignment or transfer, power of attorney, endorsement, affidavit, letter, notice, direction, consent, certificate, statement or other paper or document reasonably believed by it to be genuine and to be signed, executed and, where necessary, verified or acknowledged, by the proper Person or Persons, or otherwise upon the advice of counsel as set forth in Section 20 hereof.
The Rights Agent. Section 4.1 General................................................... 12 Section 4.2 Merger or Consolidation or Change of Name of Rights Agent. 13 Section 4.3
The Rights Agent. 21 4.01 General.................................................................................................. 22 4.02 Merger or Consolidation or Change of Name of the Rights Agent............................................ 22 4.03 Entitlements of the Rights Agent......................................................................... 23 4.04 Change of the Rights Agent............................................................................... 24 ARTICLE 5 - MISCELLANEOUS........................................................................................ 25 5.01 Redemption, Waiver and Termination....................................................................... 25 5.02 Expiration............................................................................................... 26 5.03 Issuance of New Rights Certificates...................................................................... 26 5.04
The Rights Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights Certificate (who shall, with such notice, submit his Rights Certificate for inspection by the Company), then any registered holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or financial institution organized and doing business under the laws of the United States or of the States of New York or North Carolina (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of New York or North Carolina), in good standing, and having a principal office in the States of New York or North Carolina, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000 or (b) an affiliate of a corporation or financial institution described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver, and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.
The Rights Agent. 15 4.1 General........................................................................15
The Rights Agent. 29 4.1 GENERAL...........................................................................29 4.2 MERGER, AMALGAMATION, CONSOLIDATION OR CHANGE OF NAME OF RIGHTS AGENT.............30 4.3
The Rights Agent. Section 4.1 General 36 Section 4.2 Merger or Amalgamation or Change of Name of Rights Agent 36 Section 4.3 Duties of Rights Agent 37 Section 4.4 Change of Rights Agent 39 Section 4.5 Compliance with Anti-Money Laundering Legislation 40 Section 4.6 Fiduciary Duties of the Trustees 40 Section 4.7 Privacy Legislation 40 Section 4.8 Liability 41 Section 5.1 Redemption and Waiver 41 Section 5.2 Expiration 44 Section 5.3 Issuance of New Rights Certificates 44 Section 5.4 Supplements and Amendments 44 Section 5.5 Fractional Rights and Fractional Units 46 Section 5.6 Rights of Action 46 Section 5.7 Regulatory Approvals 46 Section 5.8 Notice of Proposed Actions 47 Section 5.9 Notices 47 Section 5.10 Declaration as to Non-Canadian Holders 48 Section 5.11 Costs of Enforcement 49 Section 5.12 Successors 49 Section 5.13 Benefits of this Agreement 49 Section 5.14 Governing Law 49 Section 5.15 Language 49 Section 5.16 Severability 49 Section 5.17 Effective Date 50 Section 5.18 Re-confirmation After Three Years 50 Section 5.19 Determination and Actions by the Trustees 50 Section 5.20 Time of the Essence 50 Section 5.21 Personal Liability 51 Section 5.22 Execution In Counterparts 51 EXHIBIT A Rights Certificate Form of Election to Exercise Notice MEMORANDUM OF AGREEMENT, dated as of June 13, 2019 (amending and restating the Unitholders Rights Plan Agreement dated as of May 25, 2016), between the Trustees of Canadian Apartment Properties Real Estate Investment Trust, a real estate investment trust created under the laws of Ontario (the “Trust”) and Computershare Investor Services Inc., a company incorporated under the laws of Canada (the “Rights Agent”, which term shall include any successor Rights Agent hereunder);