|
|
|
|
Document Preview Depositary Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Depositary Agreement |
|||
|
Entities: |
||||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 5KB of 19KB total |
|||
|
Price: |
$34 |
|||
|
ID: |
#1133765 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
Dated as of November 30, 2004
Attention: Pat Lee, Senior Manager
CIBC Mellon Trust Company
320 Bay Street
P.O. Box 1, Ground Floor
Toronto ON M5H 4A6
Dear Sirs:
Hydrogenics Corporation (the "Company") proposes to make an offer (the "Offer") to purchase all of the outstanding common shares (the "Subject Shares") of Stuart Energy Systems Corporation. The Company wishes to confirm the terms of your appointment as depositary under the Offer.
Terms used herein without definition but with initial capital letters have the same meaning herein as in the accompanying Offer to Purchase and Circular ("Offering Circular"). Any reference herein to the Offer includes any amendment or modification thereof.
1.1 You are hereby appointed to act as depositary, and you accept such appointment, in respect of the Offer, in accordance with the terms and conditions of this agreement.
2. Mailing and Shareholder Lists
2.1 You will be responsible for mailing, by prepaid first class mail, to the registered holders of Subject Shares whose names appear in the share register of CIBC Mellon Trust Company the Offering Circular, Letter of Acceptance and Transmittal ("Letter of Transmittal"), Notice of Guaranteed Delivery, letter from the Company to Stuart Energy Systems Corporation shareholders, Directors' Circular, a return envelope and any other documents (collectively, the "Offer Documents") related to the Offer. We have made all necessary arrangements for the mailing of the Offer Documents to beneficial holders of Subject Shares through the CDS system. The Offer Documents shall be mailed to be post marked on December 1, 2004, unless we otherwise advise you in writing.
2.2 During the currency of the Offer, you will subsequently mail the material set out in Section 2.1 by prepaid first class mail to such new holders of Subject Shares as are identified to you by or on behalf of the Company.
2.3 You will provide to the Company on request a statutory declaration (which shall have attached to it a list of the names and addresses of each holder of Subject Shares to which the Offer Documents were mailed) or other evidence satisfactory to the Company as to your carrying out and completion of the mailings and deliveries required by Sections 2.1 and 2.2.
2.4 You are to satisfy the requests of brokers, banks and other persons for copies of the Offer Documents, and the Company shall supply you with sufficient copies of the Offer Documents to satisfy those requests. You are not authorized to offer or to pay any concessions or commissions to brokers, banks or other persons, except as expressly provided in this Agreement, or to engage or to utilize any persons to solicit deposits.
3.1 You will receive deposits of Subject Shares subject to the terms and conditions of the Offer. In so doing, you will:
|
End of Preview |
Home Intelligence Services Subscriptions News About Us