Adjustment of Number of Common Shares and Exercise Price. (1) The rights to acquire Common Shares hereunder are subject to adjustment from time to time as follows: (a) if and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation: (i) subdivides its outstanding Common Shares into a greater number of shares; (ii) consolidates its outstanding Common Shares into a smaller number of shares; or (iii) issues Common Shares or securities exchangeable for or convertible into Common Shares (collectively, “convertible securities”) to the holders of all or substantially all of the outstanding Common Shares by way of a stock distribution, stock dividend or otherwise, any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”, the Exchange Rate shall be adjusted immediately after the effective date of the subdivision or consolidation or on the record date for the issue of Common Shares or convertible securities by way of stock distribution, stock dividend or otherwise, by multiplying the Exchange Rate by the fraction of which: (A) the numerator is the total number of Common Shares outstanding immediately after such effective or record date, or, in the case of the issuance of convertible securities, the total number of Common Shares outstanding immediately after such date plus the total number of Common Shares issuable upon conversion or exchange of such convertible securities; and (B) the denominator is the total number of Common Shares outstanding immediately prior to the applicable effective or record date; and the Exercise Price shall be adjusted at the same time by multiplying the Exercise Price in effect at the time of such event by the inverse of the aforesaid fraction. The Corporation shall make such adjustment successively whenever any event referred to in this Section 4.1(1)(a) occurs and any such issue of Common Shares or convertible securities by way of a stock dividend is deemed to have occurred on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.1(1)(a). Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any convertible securities are not converted into or exchanged for Common Shares, the Exchange Rate shall be readjusted to the number of Common Shares that is then obtainable based upon the number of Common Shares actually issued on conversion or exchange of such convertible securities; (b) if and whenever at any time from the date hereof and prior to the Expiry Time the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (“Rights Period”), to subscribe for or acquire Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per Common Share) to the holder of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then, in each case: (i) the Warrantholder will be entitled to acquire, upon the terms applicable to such Rights Offering, the aggregate number of Common Shares that the Warrantholder would have acquired if the Warrantholder had held all Common Shares immediately before such record date; provided, however, to the extent that the Warrantholder’s right to participate in any such Rights Offering would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be entitled to participate in such Rights Offering (or deemed to have beneficial ownership of such Common Shares as a result of such Rights Offering to such extent) to such extent, and that portion of the Rights Offering shall be held in abeyance for the benefit of the Warrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation; and (ii) the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a number determined by multiplying the Exercise Price in effect on such record date by a fraction: (A) the numerator of which shall be the number of Common Shares outstanding as of the record date for the Rights Offering plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and (B) the denominator of which shall be the number of Common Shares outstanding as of the record date for the Rights Offering plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any rights, options or warrants so distributed are not exercised prior to the expiration thereof, the number of Common Shares and the Exercise Price shall be readjusted to that number and Exercise Price that would then be in effect if such record date had not been fixed or, if any rights or warrants are exercised, to that number and the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) if and whenever at any time from the date hereof and prior to the Expiry Time the Corporation shall issue or distribute to all or to substantially all the holders of the Common Shares: (i) securities of the Corporation of any class other than Common Shares or convertible securities, or rights, options or warrants other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, (ii) evidences of indebtedness of the Corporation, or (iii) any property or other assets (excluding cash dividends), and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), then, in each case: (A) the Warrantholder shall be entitled to participate in such Special Distribution to the same extent that the Warrantholder would have participated therein if the Warrantholder had held all Warrant Shares immediately before such record date; provided, however, to the extent that the Warrantholder’s right to participate in any such Special Distribution would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be entitled to participate in such Special Distribution (or deemed to have beneficial ownership of such Common Shares as a result of such Special Distribution) to such extent, and that portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation. To the extent that a Warrantholder’s Warrants have not been partially or completely exercised at the time of such Special Distribution, such portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until the Warrantholder has exercised the Warrantholder’s Warrants as to such undistributed amount of the Special Distribution; and (B) the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction: (x) the numerator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive, subject to Nasdaq and TSX approval), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares; and (y) the denominator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date; Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or any rights, options or warrants so distributed are not exercised, the number of Common Shares and the Exercise Price shall be readjusted to that number and Exercise Price that would then be in effect based upon the shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or convertible securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date. (d) if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(1)(a) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety (any such event being herein called a “Capital Reorganization”), the holder is entitled to receive upon exercise in accordance with the terms and conditions hereof and shall accept, in lieu of the Exchange Rate to which it was previously entitled, the kind and number of Common Shares or other securities or property that the holder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares obtainable upon the exercise of Warrants then held, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.1(1)(d); (2) The following rules and procedures shall be applicable to adjustments made pursuant to Section 4.1: (a) where Section 4.1 requires that an adjustment becomes effective immediately after a record date or effective date, as the case may be for an event referred to herein, the Corporation may defer, until the occurrence of that event, issuing to the holder exercising its acquisition rights after the record date or effective date, as the case may be and before the occurrence of that event the adjusted number of Common Shares, other securities or property issuable upon the exercise of the Warrants by reason of the adjustment required by that event. If the Corporation relies on this Section 4.1(2)(a) to defer issuing an adjusted number of Common Shares, other securities or property to the holder, the holder has the right to receive any distributions made on the adjusted number of Common Shares, other securities or property declared in favor of shareholders of record on and after the Exercise Date or such later date as the holder would, but for the provisions of this Section 4.1(2)(a), have become the holder of record of the adjusted number of Common Shares, other securities or property pursuant to Section 4.1; (b) the adjustments provided for in Section 4.1 are cumulative and, subject to Section 4.1(2)(c), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment under Section 4. After any adjustment pursuant to Section 4, the term “Common Share” where used in the Warrant Certificate shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to Section 4.1, the holder is entitled to receive upon the exercise of its Warrant, and the number of Common Shares obtainable in any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares the holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to Section 4.1, upon the full exercise of a Warrant; (c) no adjustment in the number of Common Shares or other securities issuable on the exercise of the Warrants shall be required unless the adjustment would result in a change of at least 1% in the number of Common Shares or other securities then issuable on the exercise of the Warrants, provided, however, that any adjustments that, except for the provisions of this Section would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment; (d) all shares of any class which the holder is at the time in question entitled to receive on the exercise of a Warrant, whether or not as a result of adjustments made pursuant to Section 4.1 are, for the purposes of the interpretation of the Warrant Certificate, deemed to be securities which the holder is entitled to acquire pursuant to the exercise of a Warrant; (e) if the Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or exercise rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or exercise rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or exercise rights, then no adjustment in the number of Common Shares obtainable upon exercise of any Warrant shall be required by reason of the setting of such record date; and (f) in the absence of a resolution of the directors fixing a record date for a Special Distribution or Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
Appears in 1 contract
Sources: Warrant Indenture (Helius Medical Technologies, Inc.)
Adjustment of Number of Common Shares and Exercise Price. (1) The rights to acquire Common Shares hereunder are subject to adjustment from time to time as follows:
(a) if and whenever at any time from the date hereof and prior to the Expiry Time, the Corporation:
(i) subdivides its outstanding Common Shares into a greater number of shares;
(ii) consolidates its outstanding Common Shares into a smaller number of shares; or
(iii) issues Common Shares or securities exchangeable for or convertible into Common Shares (collectively, “convertible securities”) ), which convertible securities shall not include the type of securities contemplated by subsection 4.1(1)(b), to the holders of all or substantially all of the outstanding Common Shares by way of a stock distribution, stock dividend or otherwise, any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”, the Exchange Rate shall be adjusted immediately after the effective date of the subdivision or consolidation or on the record date for the issue of Common Shares or convertible securities by way of stock distribution, stock dividend or otherwise, by multiplying the Exchange Rate by the fraction of which:
(A) the numerator is the total number of Common Shares outstanding immediately after such effective or record date, or, in the case of the issuance of convertible securities, the total number of Common Shares outstanding immediately after such date plus the total number of Common Shares issuable upon conversion or exchange of such convertible securities; and
(B) the denominator is the total number of Common Shares outstanding immediately prior to the applicable effective or record date; and the Exercise Price shall be adjusted at the same time by multiplying the Exercise Price in effect at the time of such event by the inverse of the aforesaid fraction. The Corporation shall make such adjustment successively whenever any event referred to in this Section 4.1(1)(a4.1(1)(b) occurs and any such issue of Common Shares or convertible securities by way of a stock dividend is deemed to have occurred on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under this Section 4.1(1)(a4.1(1)(b). Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any convertible securities are not converted into or exchanged for Common Shares, the Exchange Rate shall be readjusted to the number of Common Shares that is then obtainable based upon the number of Common Shares actually issued on conversion or exchange of such convertible securities;
(b) if and whenever at any time from the date hereof and prior to the Expiry Time the Corporation shall fix a record date for the issue of rights, options or warrants to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue (“Rights Period”), to subscribe for or acquire Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per Common Share) to the holder of less than 95% of the Current Market Price for the Common Shares on such record date (any of such events being called a “Rights Offering”), then, in each case:
(i) the Warrantholder will be entitled to acquire, upon the terms applicable to such Rights Offering, the aggregate number of Common Shares that the Warrantholder would have acquired if the Warrantholder had held all Common Shares immediately before such record date; provided, however, to the extent that the Warrantholder’s right to participate in any such Rights Offering would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be entitled to participate in such Rights Offering (or deemed to have beneficial ownership of such Common Shares as a result of such Rights Offering to such extent) to such extent, and that portion of the Rights Offering shall be held in abeyance for the benefit of the Warrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation; and
(ii) the Exercise Price shall be adjusted effective immediately after the end of the Rights Period to a number determined by multiplying the Exercise Price in effect on such record date by a fraction:
(Ai) the numerator of which shall be the number of Common Shares outstanding as of the record date for the Rights Offering plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or nor exchange price of the convertible or exchangeable securities so offered) by the Current Market Price, and
(Bii) the denominator of which shall be the number of Common Shares outstanding as of the record date for the Rights Offering plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; exchangeable Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that any rights, options or warrants so distributed are not exercised prior to the expiration thereof, the number of Common Shares and the Exercise Price shall be readjusted to that number and the Exercise Price that would then be in effect if such record date had not been fixed or, if any rights or warrants are exercised, to that number and the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(c) if and whenever at any time from the date hereof and prior to the Expiry Time the Corporation shall issue or distribute to all or to substantially all the holders of the Common Shares:
(i) securities of the Corporation of any class other than Common Shares or convertible securities, or rights, options or warrants other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution,
(ii) evidences of indebtedness of the Corporation, or
(iii) any property or other assets (excluding cash dividends), and if such issuance or distribution does not constitute a Common Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “Special Distribution”), then, in each case:
(A) the Warrantholder shall be entitled to participate in such Special Distribution to the same extent that the Warrantholder would have participated therein if the Warrantholder had held all Warrant Shares immediately before such record date; provided, however, to the extent that the Warrantholder’s right to participate in any such Special Distribution would result in the Warrantholder exceeding the Beneficial Ownership Limitation, then the Warrantholder shall not be entitled to participate in such Special Distribution (or deemed to have beneficial ownership of such Common Shares as a result of such Special Distribution) to such extent, and that portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until such time, if ever, as its right thereto would not result in the Warrantholder exceeding the Beneficial Ownership Limitation. To the extent that a Warrantholder’s Warrants have not been partially or completely exercised at the time of such Special Distribution, such portion of the Special Distribution shall be held in abeyance for the benefit of the Warrantholder until the Warrantholder has exercised the Warrantholder’s Warrants as to such undistributed amount of the Special Distribution; and
(B) the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:
(xiv) the numerator of which shall be the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date, less the excess, if any, of the fair market value on such record date, as determined by the Corporation (whose determination shall be conclusive, subject to Nasdaq and TSX approval), of such securities or other assets so issued or distributed over the fair market value of any consideration received therefor by the Corporation from the holders of the Common Shares; and
(yv) the denominator of which shall be be:
(A) the number of Common Shares outstanding on such record date multiplied by the Current Market Price of the Common Shares on such record date; Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets is not so made or any rights, options or warrants so distributed are not exercised, the number of Common Shares and the Exercise Price shall be readjusted to that number and the Exercise Price that would then be in effect based upon the shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or convertible securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, but subject to any other adjustment required hereunder by reason of any event arising after the record date.
(d) if and whenever at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in Section 4.1(1)(a4.1(1)(b) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety (any such event being herein called a “Capital Reorganization”), the holder is entitled to receive upon exercise in accordance with the terms and conditions hereof and shall accept, in lieu of the Exchange Rate to which it was previously entitled, the kind and number of Common Shares or other securities or property that the holder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the holder had been the registered holder of the number of Common Shares obtainable upon the exercise of Warrants then held, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.1(1)(d)4.1;
(2) The following rules and procedures shall be applicable to adjustments made pursuant to Section 4.1:
(a) where Where Section 4.1 requires that an adjustment becomes effective immediately after a record date or effective date, as the case may be for an event referred to herein, the Corporation may defer, until the occurrence of that event, issuing to the holder exercising its acquisition rights after the record date or effective date, as the case may be and before the occurrence of that event the adjusted number of Common Shares, other securities or property issuable upon the exercise of the Warrants by reason of the adjustment required by that event. If the Corporation relies on this Section 4.1(2)(a) to defer issuing an adjusted number of Common Shares, other securities or property to the holder, the holder has the right to receive any distributions made on the adjusted number of Common Shares, other securities or property declared in favor favour of shareholders of record on and after the Exercise Date or such later date as the holder would, but for the provisions of this Section 4.1(2)(a), have become the holder of record of the adjusted number of Common Shares, other securities or property pursuant to Section 4.1;
(b) the adjustments provided for in Section 4.1 are cumulative and, subject to Section 4.1(2)(c), shall apply (without duplication) to successive issues, subdivisions, combinations, consolidations, distributions and any other events that require adjustment under Section Article 4. After any adjustment pursuant to Section Article 4, the term “Common Share” where used in the Warrant Certificate shall be is interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to Section 4.1, the holder is entitled to receive upon the exercise of its Warrant, and the number of Common Shares obtainable in any exercise made pursuant to a Warrant shall be is interpreted to mean the number of Common Shares the holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to Section 4.1, upon the full exercise of a Warrant;
(c) no adjustment in the number of Common Shares or other securities issuable on the exercise of the Warrants shall be required unless the adjustment would result in a change of at least 1% in the number of Common Shares or other securities then issuable on the exercise of the Warrants, provided, however, that any adjustments that, except for the provisions of this Section would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment;
(d) all shares of any class which the holder is at the time in question entitled to receive on the exercise of a Warrant, whether or not as a result of adjustments made pursuant to Section 4.1 are, for the purposes of the interpretation of the Warrant Certificate, deemed to be securities which the holder is entitled to acquire pursuant to the exercise of a Warrant;
(e) if the Corporation shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or exercise rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or exercise rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or exercise rights, then no adjustment in the number of Common Shares obtainable upon exercise of any Warrant shall be required by reason of the setting of such record date; and
(f) in the absence of a resolution of the directors fixing a record date for a Special Distribution or Rights Offering, the Corporation shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
Appears in 1 contract
Sources: Warrant Indenture