Adjustment of Number of Common Shares. The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner: (a) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares; (ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or (iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction: A. the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and B. the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b) and Section 7.1(c). (b) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction: (i) the numerator of which shall be the total number of Common Shares outstanding on such record date 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; and (ii) the denominator of which shall be the total number of Common Shares outstanding on such record date 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 such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon conversion of a Subscription Receipts shall be readjusted to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of the Corporation of any class other than Common Shares or other securities of the Corporation; (ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation; (iii) evidences of its indebtedness; or (iv) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(a) or Section 7.1(b)) then, in each such case, the number of Common Shares issuable upon conversion of a Subscription Receipt shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares issuable upon conversion of a Subscription Receipt by a fraction: (i) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and (ii) the denominator of which will be: A. the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less B. the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Common Shares issuable upon conversion of a Subscription Receipt shall be readjusted to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be. (d) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a), Section 7.1(b) or Section 7.1(c)) or an 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 to any other body corporate, trust, partnership or other entity, each holder of a Subscription Receipt shall be entitled to receive and shall accept (subject to satisfaction of the Release Conditions) upon the automatic conversion of the Subscription Receipts, in lieu of the number of Common Shares to which the Subscription Receiptholder was prior thereto entitled, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Common Shares to which immediately before the transaction or event such Subscription Receiptholder was entitled upon the automatic conversion of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled upon the automatic conversion of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances. (e) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are automatically exercised after such event, the additional Common Shares or other securities or property issuable upon the automatic conversion of the Subscription Receipts, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of the automatic conversion of the Subscription Receipts, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon. (f) No adjustment in the number of Common Shares to be issued shall be made in respect of any events described in Section 7.1 if the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the events. (g) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Common Shares issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Common Shares issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares issuable upon conversion of the Subscription Receipts. (i) After any adjustment pursuant to this Section 7.1, the term “Common Shares” where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Common Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Adjustment of Number of Common Shares. The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:
(a1) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall:
(ia) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(iib) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iiic) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
A. (d) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
B. (e) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a7.1(1) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b7.1(2) and Section 7.1(c7.1(3).
(b2) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(ia) the numerator of which shall be the total number of Common Shares outstanding on such record date 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; and
(iib) the denominator of which shall be the total number of Common Shares outstanding on such record date 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 such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipts shall be readjusted to the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(c3) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
(ia) shares of the Corporation Company of any class other than Common Shares or other securities of the Corporation;
(iib) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iiic) evidences of its indebtedness; or
(ivd) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(a7.1(2) or Section 7.1(b7.1(3)) then, in each such case, the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(ie) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(iif) the denominator of which will be:
A. (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
B. (ii) the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Common Shares issuable upon conversion of a Subscription Receipt shall be readjusted to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.
(d4) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a7.1(1), Section 7.1(b7.1(2) or Section 7.1(c7.1(3)) or an amalgamation, arrangement or merger of the Corporation Company 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 to any other body corporate, trust, partnership or other entity, each holder any Subscription Receiptholder who has not been deemed to have exercised the Issuance Rights prior to the effective date of a such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of the Subscription Receipt shall Receipts, be entitled to receive and shall accept (subject to satisfaction of the Release Conditions) upon the automatic conversion of the Subscription Receiptsaccept, in lieu of the number of Common Shares to which the Subscription Receiptholder was prior thereto entitledentitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Common Shares to which immediately before the transaction or event such Subscription Receiptholder he was entitled upon the automatic conversion exercise or deemed exercise of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(d7.1(4), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled upon on the automatic conversion exercise or deemed exercise of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d7.1(4) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.
(e5) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are automatically deemed to have been exercised after such event, the additional Common Shares or other securities or property issuable upon such exercise or deemed exercise as the automatic conversion of the Subscription Receiptscase may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise, as the automatic conversion of the Subscription Receiptscase may be, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(e7.1(5), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.
(f6) No In any case in which Section 7.1(3) requires that an adjustment in be made to the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(3), in such kind and number as Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their right to be issued Common Shares and Warrants upon conversion of the Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be made in respect of any events described in Section 7.1 if held and distributed by the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the eventsReceipt Agent pursuant hereto.
(g7) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(g7.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(h) 8) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares and Warrants issuable upon conversion of the Subscription Receipts.
(i9) After any adjustment pursuant to this Section 7.1, the term “"Common Shares” " where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Common Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Adjustment of Number of Common Shares. The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:
(a) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall:
(i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, distribution by multiplying the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
A. (A) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
B. (B) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b) and Section 7.1(c).
(b) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Common Shares issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(i) the numerator of which shall be the total number of Common Shares outstanding on such record date 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; and
(ii) the denominator of which shall be the total number of Common Shares outstanding on such record date 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 such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Shares issuable upon conversion of a the Subscription Receipts shall be readjusted to the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(c) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
(i) shares of the Corporation Company of any class other than Common Shares or other securities of the Corporation;
(ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iii) evidences of its indebtedness; or
(iv) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(a) or Section 7.1(bSection7.1(b)) then, in each such case, the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(i) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(ii) the denominator of which will be:
A. (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
B. (B) the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts shall be readjusted to the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.
(d) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a), Section 7.1(b) or Section 7.1(c)) or an amalgamation, arrangement or merger of the Corporation Company 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 to any other body corporate, trust, partnership or other entity, each holder any Subscription Receiptholder who has not been deemed to have exercised the Issuance Rights prior to the effective date of a such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of the Subscription Receipt shall Receipts, be entitled to receive and shall accept (subject to satisfaction of the Release Conditions) upon the automatic conversion of the Subscription Receiptsaccept, in lieu of the number of Common Shares to which the Subscription Receiptholder was prior thereto entitledentitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Common Shares to which immediately before the transaction or event such Subscription Receiptholder he was entitled upon the automatic conversion exercise or deemed exercise of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(d7.2(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled upon on the automatic conversion exercise or deemed exercise of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d7.2(d) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.
(e) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are automatically deemed to have been exercised after such event, the additional Common Shares or other securities or property issuable upon such exercise or deemed exercise as the automatic conversion of the Subscription Receiptscase may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s 's right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise, as the automatic conversion of the Subscription Receiptscase may be, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.
(f) No In any case in which Section 7.1(c) requires that an adjustment in be made to the number of Common Shares issuable upon conversion of the Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(c), in such kind and number as Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, i, by virtue of their right to be issued Common Shares upon conversion of the Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be made in respect of any events described in Section 7.1 if held and distributed by the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the eventsReceipt Agent pursuant hereto.
(g) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Common Shares issuable upon conversion of the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Common Shares issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Shares issuable upon conversion of the Subscription Receipts.
(i) After any adjustment pursuant to this Section 7.1, the term “"Common Shares” " where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Common Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Adjustment of Number of Common Shares. The Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:
(a1) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall:shall:
(ia) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(iib) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iiic) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the number of Common Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
A. (i) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
B. (ii) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a7.1(1) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b7.1(2) and Section 7.1(c7.1(3).
(b2) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Common Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(ia) the numerator of which shall be the total number of Common Shares outstanding on such record date 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; and
(iib) the denominator of which shall be the total number of Common Shares outstanding on such record date 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 such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipts shall be readjusted to the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(c3) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:of:
(ia) shares of the Corporation Company of any class other than Common Shares or other securities of the Corporation;
(iib) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iiic) evidences of its indebtedness; or
(ivd) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(a7.1(2) or Section 7.1(b7.1(3)) then, in each such case, the number of Common Underlying Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common Shares and Warrants issuable upon conversion of a the Subscription Receipt Receipts by a fraction:
(ie) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(iif) the denominator of which will be:
A. (i) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
B. (ii) the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Common Shares issuable upon conversion of a Subscription Receipt shall be readjusted to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect if such record date had not been fixed or to the number of Common Shares issuable upon conversion of a Subscription Receipt which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.
(d4) Subject to Section 7.2, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a7.1(1), Section 7.1(b7.1(2) or Section 7.1(c7.1(3)) or an amalgamation, arrangement or merger of the Corporation Company 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 to any other body corporate, trust, partnership or other entity, each holder any Subscription Receiptholder who has not been deemed to have exercised the issuance rights prior to the effective date of a such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of the Subscription Receipt shall Receipts, be entitled to receive and shall accept (subject to satisfaction of the Release Conditions) upon the automatic conversion of the Subscription Receiptsaccept, in lieu of the number of Common Underlying Shares and Warrants to which the Subscription Receiptholder was prior thereto entitledentitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Subscription Receiptholder had been the registered holder of the number of Common Underlying Shares and Warrants to which immediately before the transaction or event such Subscription Receiptholder he was entitled upon the automatic conversion exercise or deemed exercise of the Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(d7.1(4), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Subscription Receiptholder is entitled upon on the automatic conversion of exercise or deemed exercise of the Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d7.1(4) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.
(e5) In any case in which this Section 7.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Subscription Receipt in respect of which the Subscription Receipts are automatically deemed to have been exercised after such event, the additional Common Underlying Shares and Warrants or other securities or property issuable upon such exercise or deemed exercise as the automatic conversion of the Subscription Receiptscase may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Subscription Receiptholder’s right to receive such additional Common Underlying Shares and Warrants or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise, as the automatic conversion of the Subscription Receiptscase may be, or such later date as such Subscription Receiptholder would, but for the provisions of this Section 7.1(e7.1(5), have become the holder of record of such additional Common Shares or other securities or property pursuant to this Section 7.1, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereonthereon.
(6) In any case in which Section 7.1(3) requires that an adjustment be made to the number of Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.1(3), in such kind and number as Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their right to be issued Underlying Shares and Warrants upon conversion of the Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be held and distributed by the Subscription Receipt Agent pursuant hereto.
(f) No adjustment in the number of Common Shares to be issued shall be made in respect of any events described in Section 7.1 if the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the events.
(g7) The adjustments provided for in this Section 7.1 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.1, provided that, notwithstanding any other provision of this Section 7.1, no adjustment of the number of Common Underlying Shares and Warrants issuable upon conversion of the the Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Common Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(g7.1(7) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(h) 8) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common Underlying Shares and Warrants issuable upon conversion of the Subscription Receipts.
(i9) After any adjustment pursuant to this Section 7.1, the term “Common Shares” where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, the Subscription Receiptholder is entitled to receive upon conversion of the Subscription Receipts, and the number of Common Underlying Shares to be issued upon the conversion of the Subscription Receipts shall be interpreted to mean the number of Common Shares or other property or securities a Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.1, upon the full conversion of the Subscription Receipts, as the case may be.
Appears in 1 contract
Sources: Subscription Receipt Agreement
Adjustment of Number of Common Shares. The Flow-Through Unit Subscription Receipts shall be subject to adjustment from time to time in the following circumstances and manner:
(a) Subject to Section 7.27.3, if and whenever at any time from the Closing and prior to the Release Date, the Corporation Corporation, shall:
(i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares;
(ii) reduce, combine or consolidate its outstanding Common Shares into a smaller number of shares; or
(iii) issue Common Shares or securities convertible into or exchangeable for Common Shares to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or make a distribution to all or substantially all of the holders of Common Shares on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the number of Common FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts by a fraction:
A. (A) the numerator of which shall be the total number of Common Shares outstanding immediately after such date; and
B. (B) the denominator of which shall be the total number of Common Shares outstanding immediately prior to such date. Such adjustment shall be made successively whenever any event referred to in this Section 7.1(a7.2(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the record date for such issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.1(b7.2(b) and Section 7.1(c7.2(c).
(b) Subject to Section 7.27.3, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price on such record date, the number of Common FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts by a fraction:
(i) the numerator of which shall be the total number of Common Shares outstanding on such record date 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; and
(ii) the denominator of which shall be the total number of Common Shares outstanding on such record date 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 such Current Market Price. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow- Through Unit Subscription Receipts shall be readjusted to the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.
(c) Subject to Section 7.27.3, if and whenever at any time from the Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of:
(i) shares of the Corporation of any class other than Common Shares or other securities of the Corporation;
(ii) rights, options or warrants to acquire Common Shares (or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation;
(iii) evidences of its indebtedness; or
(iv) any property or other assets; (excluding, in each case, any distribution referred to in Section 7.1(a7.2(a) or Section 7.1(b7.2(b)) then, in each such case, the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts shall be adjusted immediately after such record date so that it shall equal the number determined by multiplying the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts by a fraction:
(i) the numerator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; and
(ii) the denominator of which will be:
A. (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less
B. (B) the aggregate fair market value, as determined by the directors of the Corporation, acting reasonably, (whose determination, absent manifest error, will be conclusive), to the holders of Common Shares of such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed. Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation. Such adjustment shall be made successively whenever such a record date is fixed. To the extent that such distribution is not so made, the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts shall be readjusted to the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts which would then be in effect if such record date had not been fixed or to the number of Common FT Unit Shares and Warrants issuable upon conversion of a the Flow-Through Unit Subscription Receipt Receipts which would then be in effect based upon such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets actually distributed, as the case may be.
(d) Subject to Section 7.27.3, if and whenever at any time from the Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in Section 7.1(a7.2(a), Section 7.1(b7.2(b) or Section 7.1(c7.2(c)) or an 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 to any other body corporate, trust, partnership or other entity, each holder any Flow-Through Unit Subscription Receiptholder who has not been deemed to have exercised the Issuance Rights prior to the effective date of a such reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of the Flow-Through Unit Subscription Receipt shall Receipts, be entitled to receive and shall accept (subject to satisfaction of the Release Conditions) upon the automatic conversion of the Subscription Receiptsaccept, in lieu of the number of Common FT Unit Shares to which the Flow-Through Unit Subscription Receiptholder was prior thereto entitledentitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such Flow-Through Unit Subscription Receiptholder would have been entitled to receive on such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the Flow-Through Unit Subscription Receiptholder had been the registered holder of the number of Common FT Unit Shares to which immediately before the transaction or event such Subscription Receiptholder he was entitled upon the automatic conversion exercise or deemed exercise of the Flow-Through Unit Subscription Receipts. To give effect to or to evidence the provisions of this Section 7.1(d7.2(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an agreement which shall provide, to the extent possible, for the application of the provisions set out in this Agreement with respect to the rights and interests thereafter of the Flow-Through Unit Subscription Receiptholder to the effect that the provisions set out in this Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be possible, with respect to any shares, other securities or property to which a Flow-Through Unit Subscription Receiptholder is entitled upon on the automatic conversion exercise or deemed exercise of the Flow-Through Unit Subscription Receipts thereafter. Any agreement entered into between the Corporation and the Subscription Receipt Agent pursuant to the provisions of this Section 7.1(d7.2(d) shall be a supplemental agreement entered into pursuant to the provisions of Article 10. Any agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 7.1 7.2 and which shall apply to successive reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances.
(e) In any case in which this Section 7.1 7.2 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any Flow-Through Unit Subscription Receipt in respect of which the Flow-Through Unit Subscription Receipts are automatically deemed to have been exercised after such event, the additional Common FT Unit Shares or other securities or property issuable upon such exercise or deemed exercise as the automatic conversion of the Subscription Receiptscase may be, by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such Flow-Through Unit Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such Flow-Through Unit Subscription Receiptholder’s right to receive such additional Common FT Unit Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common FT Unit Shares or other securities or property declared in favour of holders of record of Common Shares or securities or property on and after the relevant date of exercise or deemed exercise, as the automatic conversion of the Subscription Receiptscase may be, or such later date as such Flow- Through Unit Subscription Receiptholder would, but for the provisions of this Section 7.1(e7.2(e), have become the holder of record of such additional Common FT Unit Shares or other securities or property pursuant to this Section 7.17.2, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon.
(f) No In any case in which Section 7.2(c) requires that an adjustment in be made to the number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts, no such adjustment shall be made if the Subscription Receipt Agent receives the shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in Section 7.2(c), in such kind and number as Flow- Through Unit Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their right to be issued FT Unit Shares and Warrants upon conversion of the Flow- Through Unit Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the Subscription Receipt Agent shall be made in respect of any events described in Section 7.1 if held and distributed by the Subscription Receiptholders are entitled to participate in the events on the same terms, mutatis mutandis, as if their Subscription Receipts had been automatically converted immediately prior to the effective date or record date of the eventsReceipt Agent pursuant hereto.
(g) The adjustments provided for in this Section 7.1 7.2 are cumulative and shall be computed to the nearest two decimal places and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 7.17.2, provided that, notwithstanding any other provision of this Section 7.17.2, no adjustment of the number of Common FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least one percent in the number of Common FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts, provided, however, that any adjustments which by reason of this Section 7.1(g7.2(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
(h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of Common FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts.
(i) After any adjustment pursuant to this Section 7.17.2, the term “Common FT Unit Shares” where used in this Agreement shall be interpreted to mean securities of any class or classes which as a result of such adjustment and all prior adjustments pursuant to this Section 7.17.2, the Flow- Through Unit Subscription Receiptholder is entitled to receive upon conversion of the Flow-Through Unit Subscription Receipts, and the number of Common FT Unit Shares to be issued upon the conversion of the Flow-Through Unit Subscription Receipts shall be interpreted to mean the number of Common FT Unit Shares or other property or securities a Flow-Through Unit Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 7.17.2, upon the full conversion of the Flow-Through Unit Subscription Receipts, as the case may be.
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