Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder). (b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery. (c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available. (d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend. (e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation. (f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 3 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement
Exercise Procedure. A Warrant may be exercised upon surrender to the Company at the principal share transfer office of the Warrant Agent, which is currently located at the address listed in Section 17 hereof, of the certificate or certificates evidencing the Warrants to be exercised with the form of election to purchase on the reverse thereof duly filled in and signed and such other documentation as the Warrant Agent may reasonably request, and upon payment to the Warrant Agent for the account of the Company of the Exercise Price (aadjusted as herein provided if applicable) The Holder may exercise the right or on a cashless basis pursuant to subscribe Section 6(d), if applicable, for and purchase the number of Common Warrant Shares herein provided for in respect of which such Warrants are then exercised. Payment of the aggregate Exercise Price (unless on a cashless basis pursuant to Section 6(d)) shall be made by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder certified or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) official bank check payable to or to the order of the Corporation Company in an amount equal New York Clearing House Funds, or the equivalent thereof. In no event will any Warrants be settled on a net cash basis. Subject to the aggregate Exercise Price in respect provisions of Section 7 hereof, upon such surrender of Warrants and payment of the Warrants so exercisedExercise Price, the Company shall issue and cause to be delivered with all reasonable dispatch to and in such name or names as the Warrant holder may designate, a certificate or certificates for the number of full Warrant Shares issuable upon the exercise of such Warrants. Any Warrant Certificate so surrendered Such certificate or certificates shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause have been issued and any person so designated to be issued named therein shall be deemed to have become a holder of record of such Warrant Shares as of the Holder hereof date of the Common Shares subscribed for not exceeding those which surrender of such Holder is entitled to purchase Warrants and payment of the Exercise Price or on a cashless basis pursuant to this Warrant Certificate and Section 6(d), if applicable. The Warrants shall be exercisable, at the Holder hereof shall become a shareholder election of the Corporation holders thereof, either in full or from time to time in part and, in the event that a certificate evidencing Warrants is exercised in respect of fewer than all of the Common Warrant Shares subscribed for with effect from issuable on such exercise at any time prior to the date of such delivery and shall be entitled to delivery expiration of the Warrants, a new certificate evidencing the Common Shares remaining Warrant or Warrants will be issued, and the Corporation shall cause such certificate Warrant Agent is hereby irrevocably authorized to countersign and to deliver the required new Warrant Certificate or certificates to be mailed Certificates pursuant to the Holder hereof at the address or addresses specified in such subscription as soon as practicableprovisions of this Section 6 and of Section 4 hereof, and in any event within five Business Days of such delivery.
(c) This the Company, whenever required by the Warrant and Agent, shall supply the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or Agent with Warrant Certificates duly executed on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any Company for such state, or (ii) an exemption from such registration requirements is available.
(d) In the event purpose. The Warrant Agent may assume that any Warrant presented for exercise is permitted to be so exercised under applicable law and shall have no liability for acting in reliance on such assumption. All Warrant Certificates surrendered upon exercise of Warrants are shall be canceled by the Warrant Agent. Such canceled Warrant Certificates shall then be disposed of by the Warrant Agent in its customary manner. The Warrant Agent shall account promptly to the Company with respect to Warrants exercised before May [ ], 2025, and concurrently pay to the certificate(s) representing Company all monies received by the Common Warrant Agent for the purchase of the Warrant Shares through the exercise of such Warrants. The Warrant Agent shall keep copies of this Agreement and any notices given or received hereunder available for inspection by the holders with reasonable prior written notice during normal business hours at its office. The Company shall supply the Warrant Agent from time to time with such numbers of copies of this Agreement as the Warrant Agent may request. Certificates evidencing Warrant Shares issued upon such exercise of a Sponsors’ Warrants shall bear contain the following legend: provided thatTHE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, if at any timeAS AMENDED, in the opinion of counsel to the CorporationOR ANY STATE SECURITIES LAW, such legends are no longer necessary or advisable under any such securities lawsAND MAY NOT BE OFFERED, or the holder of any such legended certificateSOLD, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not requiredTRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legendAS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SECURITIES EVIDENCED BY THIS CERTIFICATE WILL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 2 contracts
Sources: Warrant Agreement (Overture Acquisition Corp.), Warrant Agreement (Overture Acquisition Corp.)
Exercise Procedure. (a) The Holder Subject to the foregoing and the other provisions hereof, the Warrantholder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the subscription form attached hereto duly completed and executed by (the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory "Exercise Agreement") to the Corporation, together with a certified cheque Company on any business day at the Company's principal executive offices (or such other method office or agency of payment acceptable the Company as it may designate by notice to the Corporationholder hereof), and (ii) payable to or making payment to the order Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Corporation Company, of the Warrant Price for the Warrant Shares specified in an amount equal the Exercise Agreement or (B) by delivery to the aggregate Company of a written notice of an election to effect a "Cashless Exercise" (as defined below) for the Warrant Shares specified in the Exercise Price in respect of the Warrants Agreement. The Warrant Shares so exercised. Any Warrant Certificate so surrendered purchased shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof Warrantholder or such holder's designee, as the Common Shares subscribed for not exceeding those which record owner of such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder shares, as of the Corporation in respect close of the Common Shares subscribed for with effect from business on the date of such delivery and on which the completed Exercise Agreement shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed have been delivered to the Holder hereof at the address Company (or addresses such later date as may be specified in such subscription as soon as practicablethe Exercise Agreement). Certificates for the Warrant Shares so purchased, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by shares specified in the Holder together with the Attribution PartiesExercise Agreement, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous promptly delivered to the limitation contained herein. For purposes of this Section 3(e)Warrantholder within a reasonable time, beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or not exceeding three (3) any other notice business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Company Warrantholder and shall be registered in the name of such holder or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation other name as shall within two Trading Days confirm orally and in writing or be designated by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrantssuch holder. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Numberthis Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall (isubject to Section 3(d) notify below), at its expense, at the Holder in writing time of the number delivery of Common Shares then outstanding andsuch certificates, deliver to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of Warrantholder a reduced number of new Warrant Shares to be purchased pursuant to such Exercise Notice (representing the number of shares by with respect to which such purchase is reducedthis Warrant shall not then have been exercised. As used herein, the Reduction Shares ) and (ii) as soon as reasonably practicable"business day" shall mean any day other than a Saturday, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion Sunday or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of a day on which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase commercial banks in the Maximum Percentage will not be effective until the 61st day after such notice is delivered city of New York, New York are authorized or required by law or executive order to the Corporation and shall not negatively affect any partial exercise effected prior to such changeremain closed.
Appears in 2 contracts
Sources: Purchase Warrant (Genome Therapeutics Corp), Purchase Warrant (Genome Therapeutics Corp)
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ [•], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 - Take Over Bids and Issuer BidsMaximum Percentage Bids, in excess of 9.98% (the "Maximum Percentage") of the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s Corporation's most recent annual information form, interim or annual management s management's discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s Company's transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the "Reported Outstanding Share Number Number"). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder sHolder's, together with the Attribution Parties Parties', beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares Shares") and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 2 contracts
Sources: Securities Purchase Agreement (SOL Strategies Inc.), Securities Purchase Agreement (SOL Strategies Inc.)
Exercise Procedure. (a) The Holder may exercise This Warrant shall be deemed to have been exercised when the right to subscribe for and Company shall have received all of the following from the person or entity exercising all or part of the purchase the number of Common Shares herein provided for rights represented by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with (the subscription form attached hereto duly completed “Warrant Purchaser”): (i) this Warrant and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form (ii) freely transferable and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order immediately available lawful money of the Corporation United States of America in an amount equal to the aggregate product of the Exercise Price in respect multiplied by the number of Warrant Shares being purchased upon such exercise (the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder“Aggregate Exercise Price”).
(b) Upon such delivery as aforesaid, Certificates for the Corporation Warrant Shares purchased upon exercise of this Warrant shall cause to be issued delivered by the Company to the Holder hereof Warrant Purchaser promptly after the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such deliveryexercise hereof.
(c) This The Warrant Shares issuable upon the exercise of this Warrant shall be deemed to have been issued to the Warrant Purchaser and the Common Warrant Purchaser shall be deemed for all purposes to have become the record holder of such Warrant Shares to be issued upon its at the close of business on the date of exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is availablehereof.
(d) In The issuance of certificates for the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Warrant Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee issuance tax in respect thereof or other incidental tax or expense (excluding any applicable stamp duties) cost incurred by the Company in respect of connection with such exercise and the related issuance of such certificates, all Warrant Shares.
(e) The Company shall not close its books against the transfer of this Warrant or of any Warrant Shares issued or issuable upon the exercise of this Warrant in any manner which taxes and expenses shall be paid by interfere with the Corporationtimely exercise of this Warrant.
(f) Notwithstanding anything to the contrary contained herein, the Corporation The Warrant may not be exercised unless any required governmental approvals shall not effect the exercise of have been obtained and any Warrants, applicable waiting periods shall have expired. The Company shall assist and cooperate with the Holder shall not have the right to exercise in making any Warrants, and governmental filings or obtaining any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately governmental approvals prior to or following such exercise, the Holder, together in connection with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon any exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeWarrant.
Appears in 2 contracts
Sources: Warrant Agreement (Geospatial Holdings, Inc.), Warrant Agreement (Geospatial Holdings, Inc.)
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Subordinate Voting Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with set forth herein the subscription form form, attached hereto as Exhibit “I”, duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (cheque, bank draft or such other method of payment means acceptable to the Corporation) Corporation in same day freely transferable funds, payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate subscription form so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Subordinate Voting Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Subordinate Voting Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or direct registration transaction advice evidencing the Common Subordinate Voting Shares and the Corporation shall cause such certificate or certificates direct registration transaction advice to be mailed delivered to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the Where required by applicable securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United Stateslaws, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) certificates representing the Common Subordinate Voting Shares issued upon such the exercise of this Warrant Certificate prior to the date that is four months and one day after the Issue Date shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE 2019.” provided that, if at any time, in the opinion of counsel to the Corporation, such legends are legend is no longer necessary or advisable under any such securities laws, or at any time after such above-specified date, or if the holder of any such legended certificate, certificate provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(ed) Issuance and delivery of Common Where required by applicable securities laws, certificates representing Subordinate Voting Shares issued upon exercise of this Warrant Certificate shall be made without charge to bear the Holder for any issue or transfer taxfollowing legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, transfer agent fee or other incidental tax or expense AS AMENDED (excluding any applicable stamp dutiesTHE “U.S. SECURITIES ACT”) in respect of the issuance of such certificatesOR UNDER ANY STATE SECURITIES LAWS, all of which taxes and expenses shall be paid by the Corporation.
AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (fA) Notwithstanding anything to the contrary contained hereinTO THE CORPORATION, the Corporation shall not effect the exercise of any Warrants(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d(C) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and RULE 144 OR (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party RULE144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (includingD) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, without limitationPROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, any convertible notesA LEGAL OPINION OR OTHER EVIDENCE, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained hereinREASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION’S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeDELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
Appears in 1 contract
Sources: Note Purchase Agreement
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal the office of the Registrar and Transfer Agent, as set out above, this Warrant Certificate, with the subscription form attached hereto as Exhibit A duly completed and executed by the Holder or its the Holder’s legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant This Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal the office of the Registrar and Transfer Agent as set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are this Warrant is exercised before May [ ]October 6, 20252013, the certificate(s) certificate representing the Common Shares issued upon such exercise shall bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 6, 2013”. provided that, if at any time, in the opinion of counsel to the Corporation, such legends are legend is no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are legend is not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(ed) Issuance and delivery of Common Shares upon exercise of Neither the Warrants represented by this Warrant Certificate shall be made without charge to nor the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of this Warrant are registered under the relevant Warrant with respect to which 1933 Act or the determination is being made but shall exclude the number securities laws of Common Shares which would be issuable upon (i) exercise any state of the remainingUnited States, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (includingaccordingly, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding all certificates representing Common Shares shall be determined after giving effect to also bear the conversion or exercise of securities of the Corporationfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, including these WarrantsAS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reportedBY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (A) TO THE COMPANY; (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeTHE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT "GOOD DELIVERY" OF THE SECURITIES REPRESENTED HEREBY ON STOCK EXCHANGES.
Appears in 1 contract
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and of purchase the number of Common Shares herein provided for by surrendering or delivering to the Corporation Company prior to the Expiry Time at its principal office office:
(a) this Warrant CertificateWarrant, with the subscription form attached hereto Subscription Form duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationCompany, together with and
(b) cash or a certified cheque (cheque, money order or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation Company in lawful money of Canada in an amount equal to the aggregate Exercise Price in respect multiplied by the number of the Warrants so exercisedCommon Shares for which subscription is being made. Any Warrant Certificate so surrendered and cash, certified cheque, money order or bank draft referred to in the foregoing clauses (a) and (b) shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set forth herein (or to such other address as in the Corporation may notify manner provided in Section 26. This Warrant is exchangeable, upon the surrender hereof by the Holder).
(b) Upon such delivery as aforesaid, for new certificates of like tenor representing, in the Corporation shall cause aggregate, warrants entailing the right to be issued to subscribe for the Holder hereof the same number of Common Shares which may be subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) hereunder. This Warrant and the Common Shares to be issued issuable upon its exercise of this Warrant have not been and will not be registered under the U.S. Securities Act or the under state securities laws of any state of in the United States. This Accordingly, this Warrant may not be transferred to, or be exercised by or on behalf of, a person in the United States or by or on behalf of any a U.S. Person or person in the United States, directly or indirectlyPerson, unless (i) the common shares are registered an exemption from registration is available under the U.S. Securities Act and applicable state securities laws and the applicable laws Holder has furnished an opinion of any counsel of recognized standing or other evidence in form and substance satisfactory to the Company to such stateeffect, or (ii) an exemption from such registration requirements is available.
(d) In and if the event that any Warrants are exercised before May [ ], 2025so exercised, the certificate(s) certificates representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such appropriate legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership by legal counsel for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 1 contract
Exercise Procedure. (a) The Holder may Subject to the terms and conditions set forth herein, the Option is exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee"s election to exercise the right to subscribe for and purchase Option. The notice must state the number of Common Shares herein provided for by delivering as to which the Corporation prior to the Expiry Time at its principal office this Warrant CertificateEmployee's Option is being exercised, with the subscription form attached hereto duly completed and executed must contain a statement by the Holder or its legal representative or attorney, duly appointed by an instrument Employee (in writing in a form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the CorporationCompany) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to or to the order of the Corporation in an amount equal Company, free from all collection charges. If notice of the exercise of the Option is given by the person or persons other than the Employee, the Company may require, as a condition to the aggregate Exercise Price in respect exercise of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof Option, the submission to the Corporation at its principal office set forth herein (Company of appropriate proof of the right of such person or person to such other address as exercise the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to Option. Certificate for Shares so purchased will be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, practicable and in any event within five Business Days of such delivery.
(c) This Warrant and shall bear a restrictive legend stating that the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the securities laws of any state of the United States. This Warrant Shares may not be exercised in the United States sold, assigned, pledged, hypothecated, or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common otherwise transferred without an effective registration statement for such shares are registered under the U.S. Securities Act of 1933 and the applicable state securities laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) Company to the effect that registration is not required under such legends are laws. The Company, however, shall not required, such legended certificate may thereafter be surrendered required to the Corporation in exchange for issue or deliver a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or transfer tax, transfer agent fee sale of such Shares or other incidental tax or expense (excluding any applicable stamp duties) in respect the listing of such Shares on such exchange. Until the issuance of the certificate for such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained hereinShares, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right Employee or such other person as may be entitled to exercise any Warrantsthe Option, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) have none of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes rights of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant a stockholder with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeOption.
Appears in 1 contract
Sources: Employment Agreement (Bio Solutions International Inc)
Exercise Procedure.
(a) The Holder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for provided, by delivering to the Corporation Company prior to the Expiry Time at its principal office set out in Section 27 hereof (or as at such other address the Company may notify the Holder in accordance with the terms hereof) this Warrant Certificate, with the subscription form Exercise Notice attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationCompany (acting reasonably), together with a certified cheque (or such other method of payment acceptable to the Corporation) cheque, bank draft payable to or to the order of the Corporation Company, or wire transfer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set out, and in the manner set forth herein in Section 27 hereof (or to such other address as the Corporation Company may notify the HolderHolder in accordance with the terms hereof).
(b) Upon such delivery and payment as aforesaidset out in Section 3(a), the Corporation Company shall as soon as possible cause to be issued to the Holder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation Company in respect of the Common Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or DRS evidencing the Common Warrant Shares (at the election of the Holder) and the Corporation Company shall cause such certificate certificates or certificates DRS to be mailed to the Holder hereof at the address or addresses specified in such subscription Exercise Notice as soon as practicable, and in any event within five two (2) Business Days of such deliverydelivery and payment. Any Late Issuance shall be governed by the provisions of Section 18 of this Warrant Certificate.
(c) This The Warrants evidenced by this Warrant Certificate and the Common Warrant Shares to be issued issuable upon its exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the under state securities laws of any state of in the United States. This Warrant Accordingly, the Warrants evidenced hereby may not be transferred or exercised in the United States or by or on behalf of any a U.S. Person or person a Person in the United States, directly or indirectly, States unless (i) an exemption is available from the common shares are registered under registration requirements of the U.S. Securities Act and applicable state securities laws and the applicable laws holder of any such state, or (ii) this Warrant Certificate has furnished an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, of recognized standing or such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory other documentation in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the CorporationCompany (acting reasonably) to the effect that such legends effect, as applicable, and if Warrants are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained hereinso exercised, the Corporation certificate representing the Shares shall not effect bear the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own necessary legends as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership by legal counsel for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 1 contract
Sources: Issuance Agreement
Exercise Procedure. (a) The i. In order to exercise this Warrant, in whole or in part, Holder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering shall deliver to the Corporation prior to the Expiry Time Company at its principal office this Warrant Certificateat ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, with the subscription form attached hereto duly completed and executed ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, or at such other office as shall be designated by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).Company:
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws written notice of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right ▇▇▇▇▇▇'s election to exercise any Warrantsthis Warrant, and any such exercise which notice shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include specify the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number shares of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares Stock to be purchased pursuant to such exercise;
(ii) certified check or bank draft payable to the order of the Company in the amount of the Exercise Notice (Price multiplied by the number of shares by which of Common Stock to be purchased pursuant to such purchase is reducedexercise; and
(iii) this Warrant, properly indorsed.
ii. Upon receipt thereof, the Reduction Shares ) and (ii) Company shall, as soon promptly as reasonably practicable, execute and deliver or cause to be executed and delivered to such Holder a certificate or certificates representing the Corporation aggregate number of full shares of Common Stock issuable upon such exercise. The stock certificate or certificates so delivered shall return be registered in the name of such Holder, or such other name as shall be designated in said notice.
iii. This Warrant shall be deemed to have been exercised and such certificate or certificates shall be deemed to have been issued, and such Holder or any other person so designated to be named therein shall be deemed to have become a Holder of record of such shares for all purposes, as of the date that said notice, together with said payment and this Warrant, is received by the Company as aforesaid. The Holder of this Warrant shall not, by virtue of its ownership of this Warrant, be entitled to any rights of a shareholder in the Company, either at law or in equity; provided, however, such Holder shall, for all purposes, be deemed to have become the Holder of record of such shares on the date on which this Warrant is surrendered to the Holder Company as contemplated in the immediately preceding sentence. If the exercise is for less than all of the shares of Common Stock issuable, as provided in this Warrant, the Company will issue a new Warrant of like tenor and date for the balance of such shares issuable hereunder to Holder, with a record of any Exercise Price paid such exercises to be maintained by the Holder Company for the Reduction Shares. In any case, purpose of determining the number of outstanding shares of Common Shares shall Stock subject to this Warrant and the applicable Exercise Price pursuant to SECTION 2, such record to be determined after giving effect to the conversion or exercise of securities determinative of the Corporation, including these Warrantsnumber of outstanding shares of Common stock subject to this Warrant and the Exercise Price absent manifest error. The Holder of this Warrant, by its acceptance hereof, consents to and agrees to be bound by and to comply with all of the Holder and the Attribution Parties since the date as provisions of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changethis Warrant.
Appears in 1 contract
Sources: Warrant Agreement (Toucan Gold Corp)
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for provided, by delivering to the Corporation Company prior to the Expiry Time at its principal office set out in section 25 hereof (or as at such other address the Company may notify the Holder in accordance with the terms hereof) this Warrant Certificate, with the subscription form Subscription Form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationCompany (acting reasonably), together with a certified cheque (or such other method of payment acceptable to the Corporation) cheque, bank draft payable to or to the order of the Corporation Company, or wire transfer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set out, and in the manner set forth herein in Section 25 hereof (or to such other address as the Corporation Company may notify the HolderHolder in accordance with the terms hereof).
(b) Upon such delivery and payment as aforesaid, the Corporation Company shall as soon as possible cause to be issued to the Holder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation Company in respect of the Common Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery and payment of a certificate evidencing the Common Warrant Shares and the Corporation Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such deliverydelivery and payment.
(c) This The Warrants evidenced by this Warrant Certificate and the Common Warrant Shares to be issued issuable upon its exercise of the Warrants have not been and will not be registered under the U.S. Securities Act or the under state securities laws of any state of in the United States. This Warrant Accordingly, the Warrants evidenced hereby may not be transferred or exercised in the United States or by or on behalf of any a U.S. Person or a person in the United States, directly or indirectly, States unless (i) an exemption is available from the common shares are registered under registration requirements of the U.S. Securities Act and applicable state securities laws and the applicable laws holder of any such state, or (ii) this Warrant Certificate has furnished an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, of recognized standing or such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory other documentation in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the CorporationCompany (acting reasonably) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commissioneffect, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeapplicable.
Appears in 1 contract
Sources: Subscription Agreement
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Subordinate Voting Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with set forth herein the subscription form form, attached hereto as Exhibit “I”, duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (cheque, bank draft or such other method of payment means acceptable to the Corporation) Corporation in same day freely transferable funds, payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate subscription form so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Subordinate Voting Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Subordinate Voting Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or direct registration transaction advice evidencing the Common Subordinate Voting Shares and the Corporation shall cause such certificate or certificates direct registration transaction advice to be mailed delivered to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the Where required by applicable securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United Stateslaws, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) certificates representing the Common Subordinate Voting Shares issued upon such the exercise of this Warrant Certificate prior to the date that is four months and one day after the Issue Date shall bear or be deemed to bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ● 2019.” provided that, if at any time, in the opinion of counsel to the Corporation, such legends are legend is no longer necessary or advisable under any such securities laws, or at any time after such above-specified date, or if the holder of any such legended certificate, certificate provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(ed) Issuance and delivery of Common Where required by applicable securities laws, certificates representing Subordinate Voting Shares issued upon exercise of this Warrant Certificate shall be made without charge to bear the Holder for any issue or transfer taxfollowing legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, transfer agent fee or other incidental tax or expense AS AMENDED (excluding any applicable stamp dutiesTHE “U.S. SECURITIES ACT”) in respect of the issuance of such certificatesOR UNDER ANY STATE SECURITIES LAWS, all of which taxes and expenses shall be paid by the Corporation.
AND THE SECURITIES REPRESENTED HEREBY MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY, ONLY (fA) Notwithstanding anything to the contrary contained hereinTO THE CORPORATION, the Corporation shall not effect the exercise of any Warrants(B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d(C) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and RULE 144 OR (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party RULE144A UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH APPLICABLE U.S. STATE SECURITIES LAWS, OR (includingD) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, without limitationPROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE, any convertible notesA LEGAL OPINION OR OTHER EVIDENCE, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained hereinREASONABLY SATISFACTORY TO THE CORPORATION, MUST FIRST BE PROVIDED TO THE CORPORATION AND THE CORPORATION’S TRANSFER AGENT TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeDELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.”
Appears in 1 contract
Sources: Note Purchase Agreement (Green Thumb Industries Inc.)
Exercise Procedure. (a) The Holder This Warrant may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation be exercised in whole or in part prior to the Expiry Time Expiration Date by presenting it and tendering the applicable exercise price, at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order option of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless Investor (i) in legal tender, (ii) by bank cashier’s or certified check, at the common shares are registered under principal office of the U.S. Securities Act and the applicable laws of any such stateCompany, or (iiiii) by wire transfer to an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any timeaccount designated by Company, in each case along with a written subscription substantially in the opinion form of counsel Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the Corporation, such legends are no longer necessary or advisable under any such securities laws, or “Exercise Date.” The Company shall issue and deliver to Investor certificates for the holder proper number of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Warrant Shares upon exercise of this Warrant Certificate within ten (10) days after the Exercise Date, and such Warrant Shares shall be made without charge deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance.
(b) Notwithstanding anything herein to the Holder contrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the Company, the Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion.
(c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of Common Stock acquired by the Investor pursuant to this Warrant and the MGT Warrant), the Company shall as soon as practicable after receipt thereof, but in no event later than sixty (60) days thereafter, hold a meeting of its stockholders for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect the approval of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any Warrant Shares. In connection with such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Numbermeeting, the Company shall (i) notify the Holder in writing provide each stockholder with a proxy statement and shall use commercially reasonable efforts to solicit its stockholders’ approval of the issuance of such Warrant Shares and to cause its board of directors to recommend to the stockholders that they approve such proposal. 1 The number of Common Shares then shares outstanding andas of May 9, 2012 was 2,105,187, and as such, the Company shall be required to obtain shareholder approval prior to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined Investor acquiring more than 421,016 shares of Common Stock pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeMGT Warrant.
Appears in 1 contract
Exercise Procedure. (a) The This Special Warrant Certificate and the Special Warrants represented hereby shall not be exercisable unless and until the Exercise Conditions have been satisfied. From and after the date upon which the Exercise Conditions have been satisfied, the Holder may exercise the right to subscribe for and purchase the number of Common Shares acquire Warrants herein provided for by delivering to the Corporation Company prior to the Expiry Time at its principal office this Special Warrant Certificate, with the subscription exercise form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner reasonably satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercisedCompany. Any This Special Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set forth herein (or to such other address as the Corporation Company may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation Company shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those number of Warrants which such Holder is entitled to purchase acquire pursuant to this Special Warrant Certificate and the Certificate. The Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares such Warrants and the Corporation Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are this Special Warrant is exercised before May [ ]·, 20252010, the certificate(s) certificate representing the Common Shares Warrants issued upon such exercise shall bear the following legend: provided that“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, if at any timeTHE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE ·, in the opinion of counsel to the Corporation2010.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, such legends are no longer necessary or advisable under any such securities lawsHOWEVER, or the holder of any such legended certificateTHE SAID SECURITIES CAN NOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legendAND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT ‘GOOD DELIVERY’ IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.”
(ed) Issuance and delivery of Common Shares Neither the Special Warrant nor the Warrants issuable upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not thereof have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, registered under the aggregate number U.S. Securities Act or under the laws of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise any state of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeUnited States.
Appears in 1 contract
Exercise Procedure. (a) The Holder Subject to the foregoing and the other ------------------ provisions hereof, the Warrantholder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with from time to time by (i) delivering (which may be by fax) a duly executed Warrant Exercise Form in the subscription form attached hereto duly completed and executed by (the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory "Exercise Agreement") to the Corporation, together with a certified cheque Company on any business day at the Company's principal executive offices (or such other method office or agency of payment acceptable the Company as it may designate by notice to the Corporationholder hereof), and (ii) payable to or making payment to the order Company either (A) in cash, by certified or official bank check or by wire transfer of immediately available funds for the account of the Corporation Company, of the Warrant Price for the Warrant Shares specified in an amount equal the Exercise Agreement or (B) by delivery to the aggregate Company of a written notice of an election to effect a "Cashless Exercise" (as defined below) for the Warrant Shares specified in the Exercise Price in respect of the Warrants Agreement. The Warrant Shares so exercised. Any Warrant Certificate so surrendered purchased shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof Warrantholder or such holder's designee, as the Common Shares subscribed for not exceeding those which record owner of such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder shares, as of the Corporation in respect close of the Common Shares subscribed for with effect from business on the date of such delivery and on which the completed Exercise Agreement shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed have been delivered to the Holder hereof at the address Company (or addresses such later date as may be specified in such subscription as soon as practicablethe Exercise Agreement). Certificates for the Warrant Shares so purchased, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by shares specified in the Holder together with the Attribution PartiesExercise Agreement, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous promptly delivered to the limitation contained herein. For purposes of this Section 3(e)Warrantholder within a reasonable time, beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or not exceeding three (3) any other notice business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Company Warrantholder and shall be registered in the name of such holder or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation other name as shall within two Trading Days confirm orally and in writing or be designated by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrantssuch holder. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company this Warrant shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.have
Appears in 1 contract
Exercise Procedure. (a) The Subject to Section 4 herein, the Holder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for provided, by delivering to the Corporation Company prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form Subscription Form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationCompany, together with a certified cheque (or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set forth herein (or to such other address as the Corporation Company may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation Company shall cause to be issued to the Holder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation Company in respect of the Common Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Warrant Shares and the Corporation Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of such delivery.
(c) This The certificate or certificates representing Warrant Shares issued before the date that is four months and a day after the Common Shares to later of: March 15, 2019; and (ii) the date the Company became a reporting issuer in any province or territory, shall be issued upon its exercise have not been registered under impressed with a legend substantially in the U.S. Securities Act or the securities laws of any state of the United States. following form:
(d) This Warrant may not be exercised in the United States or by or on behalf of any a U.S. Person or person in unless an exemption is available from the United States, directly or indirectly, unless (i) the common shares are registered under registration requirements of the U.S. Securities Act and applicable state securities laws and the applicable laws holder of any such state, or (ii) this Warrant has furnished an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory recognized standing in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the CorporationCompany to such effect.
(e) If the certificate or certificates representing the Warrants that have been surrendered for exercise bear the legend described below, the certificate or certificates representing the Warrant Shares subscribed for and issued upon exercise of the Warrants shall be correspondingly impressed with the following legend unless such legend is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, provided that:
(i) if any such securities are being sold under clause (B) above and in compliance with Canadian local laws and regulations, and provided that the Company is a “foreign issuer” within the meaning of Regulation S of the U.S. Securities Act at the time of sale, the legend set forth above may be removed by providing a declaration to the transfer agent for the Company in a form satisfactory to the transfer agent, as may be amended from time to time by the Company, to the effect that such legends securities are not required, such legended certificate may thereafter be surrendered to the Corporation being sold in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery compliance with Rule 904 of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect Regulation S of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the HolderU.S. Securities Act, together with its Attribution Parties, beneficially owns or would beneficially own any documentation as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would may be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice required by the Company or its transfer agent to the effect that an exemption from the registration requirements of the U.S. Securities Act or state securities laws are available; and
(ii) If any such securities are being sold under clause (C)(II) or (D) above, the legend may be removed by delivery to the transfer agent for the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number an opinion of Warrant Shares to be purchased pursuant to such Exercise Notice (the number counsel, of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as recognized standing reasonably practicable, the Corporation shall return satisfactory to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any caseCompany, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities that such legend is no longer required under applicable requirements of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase U.S. Securities Act or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changestate securities laws.
Appears in 1 contract
Exercise Procedure. (a) The Holder From and after the Vesting Date, the Warrantholder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for provided, by delivering to the Corporation prior to the Expiry Time at its principal office (or at such other location as designated by the Corporation in writing to the Warrantholder) this Warrant Certificate, with the subscription form Subscription Form attached hereto duly completed and executed by the Holder Warrantholder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to at such other address location as designated by the Corporation may notify in writing to the HolderWarrantholder).
(b) Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder Warrantholder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder Warrantholder is entitled to purchase pursuant to this Warrant Certificate and the Holder Warrantholder hereof shall become a shareholder of the Corporation in respect of the Common Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery and payment of a certificate evidencing the Common Warrant Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder Warrantholder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five (5) Business Days of after such deliverydelivery and payment.
(c) This The certificate or certificates representing Warrant Shares issued before July 24, 2015 upon exercise of the Warrants represented hereby shall be impressed with the legend substantially in the following form:
(d) These Warrants and the Common Warrant Shares to be issued issuable upon its exercise of these Warrants have not been and will not be registered under the U.S. Securities Act or the under state securities laws of any state of in the United States. This Warrant Accordingly, these Warrants may not be exercised in the United States or by or on behalf of any a U.S. Person or a person in the United States, directly or indirectly, States unless (i) an exemption is available from the common shares are registered under registration requirements of the U.S. Securities Act and applicable state securities laws and the applicable laws holder of any such state, or (ii) these Warrants has furnished an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory recognized standing in form and substance satisfactory to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commissioneffect, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeapplicable.
Appears in 1 contract
Sources: Royalty Purchase and Sale Agreement (Sandstorm Gold LTD)
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for by delivering to the Corporation Issuer prior to the Expiry Time at its principal office this Warrant Certificate, with set forth herein the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationIssuer, together with a certified cheque (or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation Issuer in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate subscription form so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Issuer at its principal office set forth herein (or to such other address as the Corporation Issuer may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation Issuer shall cause to be issued to the Holder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation Issuer in respect of the Common Warrant Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate or direct registration transaction advice evidencing the Common Warrant Shares and the Corporation Issuer shall cause such certificate certificates or certificates direct registration transaction advice to be mailed couriered to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are this Warrant is exercised before May [ ], 2025the date which is four months and one day following the date on which the Issuer becomes a “reporting issuer” (as such term is defined under applicable securities laws), the certificate(s) certificates representing the Common Warrant Shares issued upon such exercise shall bear the following legend: UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE], AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY. provided that, if at any time, in the opinion of counsel to the CorporationIssuer, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation Issuer with evidence satisfactory in form and substance to the Corporation Issuer (which may include an opinion of counsel satisfactory to the CorporationIssuer) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation Issuer in exchange for a certificate which does not bear such legend.
(ed) Issuance This Warrant may not be exercised in the United States or by or on behalf of a U.S. Person unless an exemption is available from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and delivery of Common Shares upon exercise applicable state securities laws and the holder of this Warrant Certificate shall be made without charge has furnished an opinion of counsel of recognized standing in form and substance satisfactory to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reducedeffect. THESE WARRANTS MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR BEHALF OF, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction SharesOR FOR THE ACCOUNT OR BENEFIT OF A US PERSON UNLESS THE SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LEGISLATION OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS IS AVAILABLE. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.“UNITED STATES” AND “US PERSON” ARE DEFINED BY REGULATION S UNDER THE
Appears in 1 contract
Sources: Share Purchase Agreement
Exercise Procedure. (a) Subject to the terms and conditions set forth herein, the Options are exercisable by a written notice signed by the Employee and delivered to the Company at its executive offices, signifying the Employee's election to exercise an Option. The Holder may exercise the right to subscribe for and purchase notice must state the number of Common Shares herein provided for by delivering as to which the Corporation prior to the Expiry Time at its principal office this Warrant CertificateEmployee's Option is being exercised, with the subscription form attached hereto duly completed and executed must contain a statement by the Holder or its legal representative or attorney, duly appointed by an instrument Employee (in writing in a form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the CorporationCompany) that such Shares are being acquired by the Employee for investment and not with a view to their distribution or resale (unless a Registration Statement covering the Shares has been declared effective by the Securities and Exchange Commission) and must be accompanied by the full purchase price of the Shares being purchased. Payment shall be in cash, or by certified or bank cashier's check payable to or to the order of the Corporation in Company, free from all collection charges. If notice of the exercise of an amount equal Option is given by the person or persons other than the Employee, the Company may require, as a condition to the aggregate Exercise Price in respect exercise of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof Option, the submission to the Corporation at its principal office set forth herein (Company of appropriate proof of the right of such person or person to such other address as exercise the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to Option. Certificate for Shares so purchased will be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, practicable and in any event within five Business Days of such delivery.
(c) This Warrant and shall bear a restrictive legend stating that the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act of 1933, that the shares have been acquired for investment purposes and not with a view to distribution or resale, and that the securities laws of any state of the United States. This Warrant Shares may not be exercised in the United States sold, assigned, pledged, hypothecated, or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common otherwise transferred without an effective registration statement for such shares are registered under the U.S. Securities Act of 1933 and the applicable state securities laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) Company to the effect that registration is not required under such legends are laws. The Company, however, shall not required, such legended certificate may thereafter be surrendered required to the Corporation in exchange for issue or deliver a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue Shares until it has complied with all requirements of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, any stock exchange on which the Company's Stock may then be listed and all applicable state laws in connection with the issuance or transfer tax, transfer agent fee sale of such Shares or other incidental tax or expense (excluding any applicable stamp duties) in respect the listing of such Shares on such exchange. Until the issuance of the certificate for such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained hereinShares, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right Employee or such other person as may be entitled to exercise any Warrantsthe Option, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) have none of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes rights of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant a stockholder with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeOption.
Appears in 1 contract
Sources: Employment Agreement (Zenascent Inc)
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Warrant Shares herein provided for provided, by delivering to the Corporation Company prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form Subscription Form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the CorporationCompany, together with a certified cheque (or such other method of payment acceptable to the Corporation) bank draft payable to or to the order of the Corporation Company in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation Company at its principal office set forth herein (or to such other address as the Corporation Company may notify the Holder).
(b) Upon such delivery and payment as aforesaid, the Corporation Company shall cause to be issued to the Holder hereof the Common Warrant Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation Company in respect of the Common Warrant Shares subscribed for for, if permitted by applicable law, with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate evidencing the Common Warrant Shares and the Corporation Company shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant The Holder hereby acknowledges that the Warrants and the Common Warrant Shares to be issued upon its exercise have not been and will not be registered under the U.S. Securities Act Act, or the securities laws of any state of the United States. This Warrant , and that the Warrants may not be exercised in the United States or by or on behalf of any a U.S. Person person, nor may the Warrant Shares be offered or person sold in the United States, directly unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws. If the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, the U.S. restrictive legend may be removed by providing an executed declaration to the registrar and transfer agent of the Corporation, in substantially the form set forth as Appendix “A” attached hereto (or indirectlyin such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation. If the Common Shares are offered and sold in the United States pursuant to an exemption from registration under the U.S. Securities Act, the Holder must furnish an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect, as applicable. All certificates representing Common Shares issued to persons who exercise the Warrants pursuant to the Subscription Form will, unless (i) the common shares such Common Shares are registered under the U.S. Securities Act and the applicable securities laws of any all applicable states of the United States, bear the following legend: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, (C) INSIDE THE UNITED STATES (1) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE U.S. SECURITIES ACT OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE U.S. SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT, OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT, AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS IN THE UNITED STATES OR SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTIONS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR OF THE CORPORATION AND THE CORPORATION, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT.” provided, that if the Common Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S, and the Company is at the time of such state, or (ii) an exemption from such registration requirements is available.
(d) In sale a “foreign issuer” within the event that any Warrants are exercised before May [ ], 2025meaning of Regulation S under the U.S. Securities Act, the certificate(slegends set forth above may be removed by providing an executed declaration to the registrar and transfer agent of the Company, in substantially the form set forth as Appendix “A” attached hereto (or in such other forms as the Company may prescribe from time to time) and, if requested by the Company or the transfer agent, an opinion of counsel of recognized standing in form and substance satisfactory to the Company and the transfer agent to the effect that such sale is being made in compliance with Rule 904 of Regulation S; and provided, further, that, if any Common Shares, are being sold otherwise than in accordance with Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the U.S. Securities Act or state securities laws. Certificates representing the Common Shares issued upon such the exercise of this Warrant Certificate (and issued in substitution or exchange thereof) prior to the date that is four months and one day after the date hereof shall bear the following legend: provided thatUNLESS PERMITTED UNDER SECURITIES LEGISLATION, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legendTHE HOLDER OF THIS SECURITY MUST NOT TRADE THIS SECURITY BEFORE [INSERT DATE WHICH IS FOUR MONTHS AND A DAY AFTER THE DATE HEREOF].
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 1 contract
Exercise Procedure. (a) The Holder may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation prior to the Expiry Time at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless (i) the common shares are registered under the U.S. Securities Act and the applicable laws of any such state, or (ii) an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ [I], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any time, in the opinion of counsel to the Corporation, such legends are no longer necessary or advisable under any such securities laws, or the holder of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Shares upon exercise of this Warrant Certificate shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 - Take Over Bids and Issuer BidsMaximum Percentage Bids, in excess of 9.98% (the "Maximum Percentage") of the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 - Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s Corporation's most recent annual information form, interim or annual management s management's discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s Company's transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the "Reported Outstanding Share Number Number"). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then outstanding and, to the extent that such exercise notice would otherwise cause the Holder sHolder's, together with the Attribution Parties Parties', beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the "Reduction Shares Shares") and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such change.
Appears in 1 contract
Sources: Securities Purchase Agreement (SOL Strategies Inc.)
Exercise Procedure. (a) The Holder This Warrant may exercise the right to subscribe for and purchase the number of Common Shares herein provided for by delivering to the Corporation be exercised in whole or in part prior to the Expiry Time Expiration Date by presenting it and tendering the applicable exercise price, at its principal office this Warrant Certificate, with the subscription form attached hereto duly completed and executed by the Holder or its legal representative or attorney, duly appointed by an instrument in writing in form and manner satisfactory to the Corporation, together with a certified cheque (or such other method of payment acceptable to the Corporation) payable to or to the order option of the Corporation in an amount equal to the aggregate Exercise Price in respect of the Warrants so exercised. Any Warrant Certificate so surrendered shall be deemed to be surrendered only upon delivery thereof to the Corporation at its principal office set forth herein (or to such other address as the Corporation may notify the Holder).
(b) Upon such delivery as aforesaid, the Corporation shall cause to be issued to the Holder hereof the Common Shares subscribed for not exceeding those which such Holder is entitled to purchase pursuant to this Warrant Certificate and the Holder hereof shall become a shareholder of the Corporation in respect of the Common Shares subscribed for with effect from the date of such delivery and shall be entitled to delivery of a certificate evidencing the Common Shares and the Corporation shall cause such certificate or certificates to be mailed to the Holder hereof at the address or addresses specified in such subscription as soon as practicable, and in any event within five Business Days of such delivery.
(c) This Warrant and the Common Shares to be issued upon its exercise have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. This Warrant may not be exercised in the United States or by or on behalf of any U.S. Person or person in the United States, directly or indirectly, unless Investor (i) in legal tender, (ii) by bank cashier’s or certified check, at the common shares are registered under principal office of the U.S. Securities Act and the applicable laws of any such stateCompany, or (iiiii) by wire transfer to an exemption from such registration requirements is available.
(d) In the event that any Warrants are exercised before May [ ], 2025, the certificate(s) representing the Common Shares issued upon such exercise shall bear the following legend: provided that, if at any timeaccount designated by Company, in each case along with a written subscription substantially in the opinion form of counsel Exhibit A attached hereto. The date on which this Warrant is thus surrendered, accompanied by tender or payment as hereinbefore or hereinafter provided, is referred to herein as the Corporation, such legends are no longer necessary or advisable under any such securities laws, or “Exercise Date.” The Company shall issue and deliver to Investor certificates for the holder proper number of any such legended certificate, provides the Corporation with evidence satisfactory in form and substance to the Corporation (which may include an opinion of counsel satisfactory to the Corporation) to the effect that such legends are not required, such legended certificate may thereafter be surrendered to the Corporation in exchange for a certificate which does not bear such legend.
(e) Issuance and delivery of Common Warrant Shares upon exercise of this Warrant Certificate within ten (10) days after the Exercise Date, and such Warrant Shares shall be made without charge deemed issued and the Investor deemed the Investor of record of such Warrant Shares, for all purposes as of the opening of business on the Exercise Date, notwithstanding any delay in the actual issuance.
(b) Notwithstanding anything herein to the Holder contrary, as a condition precedent to the exercise of this Warrant and at any time thereafter as may be reasonably requested by the Company, the Investor agrees to execute and to become a party to, such stock restriction agreements, shareholders’ agreements, voting trust agreements, voting agreements, right of first refusal agreements, co-sale agreements, lock-up agreements, and other agreements regarding the Common Stock of the Company in such form(s) as the Company may determine from time to time in its sole discretion.
(c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Warrant Shares which would result in the issuance of shares of Common Stock to the Investor representing more than the applicable percentage under the rules of the NYSE Amex that would require stockholder approval of the issuance thereof.1 In the event that Investor has delivered a written subscription to the Company to purchase Warrant Shares in an amount that would require stockholder approval (after taking into account all shares of Common Stock acquired by the Investor pursuant to this Warrant and the MGT Option Warrant), the Company shall as soon as practicable after receipt thereof, but in no event later than sixty (60) days thereafter, hold a meeting of its stockholders for any issue or transfer tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect the approval of the issuance of such certificates, all of which taxes and expenses shall be paid by the Corporation.
(f) Notwithstanding anything to the contrary contained herein, the Corporation shall not effect the exercise of any Warrants, and the Holder shall not have the right to exercise any Warrants, and any Warrant Shares. In connection with such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately prior to or following such exercise, the Holder, together with its Attribution Parties, beneficially owns or would beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder or in accordance with National Instrument 62-104 Take Over Bids and Issuer BidsMaximum Percentage the Common Shares that would be issued and outstanding following such exercise. For purposes of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of Common Shares held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of Common Shares issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number of Common Shares which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Corporation held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible notes, convertible shares or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained herein. For purposes of this Section 3(e), beneficial ownership of the Holder or the Attribution Parties shall, except as set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder and in accordance with National Instrument 62-104 Take Over Bids and Issuer Bids. For purposes of these Warrants, in determining the number of outstanding Common Shares, a Holder of the Warrants may rely on the number of outstanding Common Shares as reflected in (1) the Corporation s most recent annual information form, interim or annual management s discussion and analysis, material change report, Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with Canadian securities regulators or the Commission, as the case may be, (2) a more recent public announcement by the Company, or (3) any other notice by the Company or the Company s transfer agent setting forth the number of Common Shares outstanding (such issued and outstanding shares, the Reported Outstanding Share Number ). For any reason at any time, upon the written or oral request of the Holder, the Corporation shall within two Trading Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding. The Holder shall disclose to the Corporation the number of Common Shares that it, together with the Attribution Parties holds and/or beneficially owns and has the right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation contained herein contemporaneously or immediately prior to submitting an exercise notice for the relevant Warrants. If the Corporation receives an exercise notice from the Holder at a time when the actual number of outstanding Common Shares is less than the Reported Outstanding Share Numbermeeting, the Company shall (i) notify the Holder in writing provide each stockholder with a proxy statement and shall use commercially reasonable efforts to solicit its stockholders’ approval of the number issuance of Common such Warrant Shares then outstanding and, and to cause its board of directors to recommend to the extent stockholders that they approve such exercise notice would otherwise cause the Holder s, together with the Attribution Parties , beneficial ownership, as determined pursuant to this Section 3(e), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the Reduction Shares ) and (ii) as soon as reasonably practicable, the Corporation shall return to the Holder any Exercise Price paid by the Holder for the Reduction Shares. In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including these Warrants, by the Holder and the Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. By written notice to the Corporation, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.98% specified in such notice; provided that (i) any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Corporation and shall not negatively affect any partial exercise effected prior to such changeproposal.
Appears in 1 contract