The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. However, at our discretion, we may take such action as we may deem necessary to make the exchange offer in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the exchange offer is being made on behalf of us by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
(f) an Officers Certificate of Airborne dated the date hereof delivered to us in connection with this opinion letter. This opinion letter is rendered pursuant to and in accordance with the laws of the State of New Jersey (the State). Subject to the limitations contained herein, the law covered by this opinion letter is limited to the law of the State, and we assume, without expression of opinion, that only such law will be applied by any court considering any matter with respect to which we are opining. We express no opinions with respect to federal law or the law of any other jurisdiction. With respect to the opinion expressed in opinion paragraph 5 below, our opinion is limited to only those State laws that, in our experience, are directly applicable to transactions of the type contemplated by the Indenture, provided that we express no opinion with respect to any (x)securities laws, blue sky or similar laws or (y)laws relating to specially regulated business activities and properties, if any, of Airborne.
from each Jurisdiction. Each National Convention Representative is entitled to one vote on any issue properly before the National Convention for vote.
(b) Establishment of Jurisdictions. Whenever there shall be 4,000 beneficiary members in any state or combination of states, upon notification thereof by the President & CEO and Secretary of WoodmenLife, the National Convention or National Board of Directors may establish a Jurisdiction. Additional Jurisdictions may be established or subdivided, provided that any state, portion of a state or states, formerly a part of a Jurisdiction, shall be merged into one or more Jurisdictions adjacent thereto. The District of Columbia shall be regarded as a state.
Sec. 2. Jurisdictional Convention Representatives Leaving the Jurisdiction. Jurisdictional Convention Representatives relocating outside the Jurisdiction shall be considered to have voluntarily resigned their representation in the Jurisdiction. In the event a Jurisdictional Convention Delegate relocates or is not a Good-Standing Benefit Member of a chapter located in the Jurisdiction, the Alternate Jurisdictional Convention Delegate elected by the chapter from which the resigning member was elected shall take over his/her representation. In the case of a Jurisdictional Convention Officer, the President of the Jurisdiction shall appoint a replacement until the vacancy is filled under the election procedure described in Article 3, Section 11(a).
(f)Auditors. The Auditors of the Jurisdiction and their successors in office shall examine all claims upon the Jurisdiction; audit the books of the Secretary and Treasurer at each regular session of the Jurisdictional Convention; and make a full report thereon to the Jurisdictional Convention, copies of which they shall furnish to the President, Secretary and Treasurer of the Jurisdiction. Jurisdictional Conventions may elect one of the Auditors as Chairperson, or, in lieu of such election, the Auditors shall do so themselves.
(h)Vice President, Youth Outreach. The Vice President, Youth Outreach shall monitor youth activities and events as scheduled by the chapters in the Jurisdiction as well as assist in coordinating such activities and events if conducted by the Jurisdiction. The Vice President, Youth Outreach should also encourage the chapters within the Jurisdiction to develop/maintain positive relationships with various youth organizations and participate in an annual calendar planning session for each chapter to schedule youth activities and events.
(a)The Jurisdictional Fraternal Committee shall be composed of not fewer than three or more than five members and shall be elected by each Jurisdiction in the same manner and for the same term as the officers of the Jurisdiction. The members of the committee shall choose among themselves a chairperson to lead the committee.
(b)Once the report of the nominating committee is accepted and no additional nominations are received or, in the case of nominations from the floor, all nominations are received and the process is closed, Jurisdictional Convention Officers shall be elected by a majority of all Jurisdictional Convention Representatives present at each biennial meeting of the Jurisdiction. The Jurisdictional Convention Officers so elected shall be installed during the same meeting of the Jurisdiction in which they were elected.
Sec. 7. Bonds of Jurisdictional Convention Officers. WoodmenLife's National Board of Directors and/or Jurisdictional Convention Representatives may require certain Jurisdictional Convention Officers to furnish a bond to insure the faithful performance of their duties, the same to be in such forms and sums as they shall determine. Bonds required by the National Board of Directors shall be paid for by WoodmenLife, and those required by the Jurisdictional Convention Representatives shall be paid for by the Jurisdiction. A blanket bond, instead of individual bonds, may be authorized.
(a)Jurisdictions shall approve and pay those expenses associated with the Jurisdictional meetings and conducting the affairs of the Jurisdiction. As to reasonable expenses of Jurisdictional Convention Representatives, or compensation of Jurisdictional Convention Officers in addition to their reasonable expenses, no claim shall be allowed by any Jurisdiction unless and until the same has been referred to, and approved by, the Auditors or a committee of the Jurisdiction appointed for that purpose, and then only after such recommendation has been adopted, in whole or in part, by a vote of the Jurisdictional Convention Representatives.
(a)In addition to all other sums, WoodmenLife shall pay a member proration to help defray the costs of holding each regular meeting of the Jurisdiction. The amount of the member proration shall be established by the National Board of Directors for each and every Good-Standing Benefit Member credited to the subordinate bodies located within the geographic area of the Jurisdiction as shown on the records of the Secretary of WoodmenLife as of November 30 immediately preceding any regular meeting of the Jurisdiction.
Disputes and Grievances. Any disputes or grievances involving a Jurisdictional Convention Representative may be submitted by a Jurisdictional Convention Representative having knowledge of the issue with the President of the Jurisdiction. The President of the Jurisdiction shall review the dispute or grievance and render a determination within thirty days of receipt of the dispute or grievance. The President of the Jurisdiction's determination of the dispute or grievance may be appealed in writing to the President & CEO of WoodmenLife within thirty days of the President of the Jurisdiction's determination. The President & CEO decision shall be final unless the member or Jurisdiction files a written appeal of the decision within thirty days to the Judiciary Committee as provided for in Article 8 of the Constitution and Laws. The decision of the President & CEO will be effective unless and until the decision is modified by the Judiciary Committee.
Every adult Good-Standing Benefit Member is assigned to a Chapter and can participate in Chapter meetings and activities. Each Chapter is located within a defined geographical area called a Jurisdiction. Chapters elect Jurisdictional Convention Delegates who attend Jurisdictional Conventions, which are held every two years. Jurisdictional Conventions elect National Convention Delegates who attend a National Convention, which is held every four years during the same year as the Jurisdictional Convention.
Sec. 2. Jurisdictional Convention Representatives Leaving the Jurisdiction. Jurisdictional Convention Representatives relocating outside the Jurisdiction shall be considered to have voluntarily resigned their representation in the Jurisdiction. In the event a Jurisdictional Convention Delegate relocates or is not a Good-Standing Benefit Member of a Chapter located in the Jurisdiction, the Alternate Jurisdictional Convention Delegate elected by the Chapter from which the resigning member was elected shall take over his/her representation. In the case of a Jurisdictional Convention Officer, the President of the Jurisdiction shall appoint a replacement until the vacancy is filled under the election procedure described in Article 3, Section11(a).
9.15Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the court making such determination shall have the power to limit the term or provision, to delete specific words or phrases, and this Agreement shall be enforceable as so modified.
16.4Governing Law; Jurisdiction. This Agreement will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof. The Parties agree that, in the event of any action or suit as to any matters of dispute between the Parties, service of any process may be made upon the other Party in the same manner as the giving of notices under Section 16 of this Agreement. Notwithstanding anything to the contrary contained herein, in the event that any provision of this Agreement is unenforceable under the laws of the State of New York, and such provision is enforceable under the laws of any other state or jurisdiction, the Parties expressly agree that said provision shall be interpreted and construed under the laws of that state or jurisdiction.
15.Arbitration. Except as otherwise set forth herein, all claims and disputes between or among the parties hereto relating in any way to this Agreement or its performance, interpretation, validity or breach, or to any other rights, duties or obligations between the Company and Consultant, whether or not arising under this Agreement, will be settled by final and binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Demand for arbitration will be made within six (6) months after the dispute in question has arisen or be forever barred. Arbitration will be in New York, New York, before a single neutral arbitrator from the Association’s panel. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. Each party will bear its own costs and attorneys’ fees and one-half of the cost of arbitration, regardless of which party is determined to be the prevailing party. Notwithstanding the foregoing, with respect to any obligations pursuant to Section 12 hereof, any party hereto may apply to the New York State Supreme Court located in New York County for a provisional remedy, including but not limited to a temporary restraining order or a preliminary injunction. The application for or enforcement of any provisional remedy by a party shall not operate as a waiver of the agreement to submit a dispute to binding arbitration pursuant to this provision.
EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE COURTS OF THE STATE OF NEW YORK AND THE PROVINCE OF ONTARIO SHALL HAVE NON-EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND LENDERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS; PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY LEGAL ACTION BEING TAKEN IN ANY OTHER JURISDICTION OR THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT FROM BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOUR OF THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AS APPLICABLE (EACH BEING REFERRED TO HEREIN AS AN “ENFORCEMENT JURISDICTION”). EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO THE JURISDICTION OF SUCH ENFORCEMENT JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT OF SUCH ENFORCEMENT JURISDICTION. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 9.1 AND FURTHER AGREES THAT SERVICE AS PROVIDED IN SENTENCE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT.
Other than in each of the Canadian provinces, no action has been taken by us or the Agents that would permit a public offering of the securities offered by this short form prospectus in any jurisdiction where action for that purpose is required. The securities offered by this short form prospectus may not be offered or sold, directly or indirectly, nor may this short form prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this short form prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this short form prospectus. This short form prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this short form prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
The Agents shall be entitled to offer the Debentures in jurisdictions outside of Canada and the United States to non-U.S. persons provided that the Agents shall not take any action in connection with the distribution of the Debentures that would result in the Company being obligated to comply with the prospectus, registration, reporting or other similar requirements of the securities laws of any such jurisdiction. For greater certainty, nothing contained herein shall in any way obligate the Agents to purchase any Debentures and this Agreement (as defined below) does not constitute a commitment by, or legally binding obligation of, the Agents or any of its affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Company, including the Debentures, or to provide or arrange any financing, other than the appointment of the Agents as agents in connection with the Offering on the terms set forth herein.
Each purchaser who is resident in a Qualifying Jurisdiction shall purchase the Offered Securities pursuant to the Prospectus. Each other purchaser not resident in a Qualifying Jurisdiction, or located outside of a Qualifying Jurisdiction, shall purchase Offered Securities, which have been qualified by the Prospectus in Canada, only on a private placement basis under the applicable securities laws of the jurisdiction in which the purchaser is resident or located, in accordance with such procedures as the Company and the Agents may mutually agree, acting reasonably, in order to fully comply with Applicable Laws and the terms of this Agreement. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the distribution of the Offered Securities and the Company shall execute and file with the Securities Commissions all forms, notices and certificates relating to the Offering required to be filed pursuant to Applicable Securities Laws in the Qualifying Jurisdictions within the time required, and in the form prescribed, by Applicable Securities Laws in the Qualifying Jurisdictions. The Company also agrees to file within the periods stipulated under Applicable Laws outside of Canada and at the Company’s expense all private placement forms required to be filed by the Company in connection with the Offering and pay all filing fees required to be paid in connection therewith so that the distribution of the Offered Securities outside of Canada may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Laws outside of Canada. The Agents agree to offer the Offered Securities for sale only in the Qualifying Jurisdictions and, subject to the consent of the Company (acting reasonably), in such jurisdictions outside of the Qualifying Jurisdictions and the United States where permitted by and in accordance with Applicable Securities Laws and the applicable securities laws of such other jurisdictions, and provided that in the case of jurisdictions other than the Qualifying Jurisdictions, the Company shall not be required to become registered or file a prospectus or registration statement or similar document in such jurisdictions and the Company will not be subject to any continuous disclosure requirements in such jurisdiction. For the avoidance of doubt, the Agents shall not be permitted to offer the Offered Securities in the United States or to U.S. Persons.
The Corporation will pay the Trustee reasonable remuneration for its services as Trustee hereunder and will repay to the Trustee on demand all monies which shall have been paid by the Trustee in connection with the execution of the trusts hereby created and such monies including the Trustee’s remuneration, shall be payable out of any funds coming into the possession of the Trustee in priority to payment of any principal of the Debentures or interest or premium thereon. Such remuneration shall continue to be payable until the trusts hereof be finally wound up and whether or not the trusts of this Indenture shall be in the course of administration by or under the direction of a court of competent jurisdiction. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Trustee against unpaid invoices and shall be payable upon demand. This Section shall survive the resignation or removal of the Trustee and/or the termination of this Indenture.
The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com.
Section 2.11 Ownership of Warrants (1) The Corporation and the Warrant Agent may deem and treat the registered Holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes and the Corporation and the Warrant Agent shall not be affected by any notice or knowledge to the contrary, except where the Corporation or the Warrant Agent is required to take notice by statute or by order of a court of competent jurisdiction. For greater certainty, subject to applicable law, neither the Corporation nor the Warrant Agent shall be bound to take notice of, or see to the execution of, any trust, whether express, implied or constructive, in respect of any Warrant, and may transfer any Warrant on the direction of the Person registered as Holder thereof, whether named as trustee or otherwise, as though that Person were the beneficial owner thereof.
Deferred income tax assets, including those arising from unutilized tax losses, require management to assess the likelihood that the Corporation will generate taxable income in future periods in order to utilize recognized deferred tax assets. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing laws in each applicable jurisdiction. Future taxable income is also significantly dependent upon the Corporation completing a Qualifying Acquisition, the underlying structure of a Qualifying Acquisition, and the resulting nature of operations. To the extent that future cash flows and/or the probability, structure and timing, and the nature of operations of a future Qualifying Acquisition differ significantly from estimates made, the ability of the Corporation to realize a deferred income tax asset could be materially impacted.
This Agreement shall be governed by the laws of the State of Washington, without regard to any conflicts of laws principles thereof that would call for the application of the laws of any other jurisdiction. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement may be brought against either of the parties in the courts of the State of Washington, or if it has or can acquire jurisdiction, in the United States District Court for the District of Washington, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein. Process in any action or proceeding referred to in the preceding sentence may be served on any party anywhere in the world, whether within or without the State of Washington. The parties hereto irrevocably waive the right to a trial by jury in any action or proceeding under this Agreement or any action or proceeding arising out of the transactions contemplated hereby, regardless of which party initiates such action or proceeding.