Common use of Method of Exercise of Warrants Clause in Contracts

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 4 contracts

Sources: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture (Planet 13 Holdings Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form (the “Exercise Form”) of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate as Schedule “B”, specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form Exercise Form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1) or 4.1(4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner of Uncertificated Warrant evidenced by a security entitlement in respect of Warrants in the Book-Based System who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment for the aggregate Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the The Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating will initiate the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise Based System, by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) Warrants and the Warrant Agent will execute the exercise by issuing to CDS through the Book-Based System the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) . If the exercise form Exercise Form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form Exercise Form to be forwarded to all registered Warrantholders. (10) . Exercise forms, Exercise Notices Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of ExpiryExpiry Time. Any exercise form, Exercise Notice Form or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) . Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Expiry Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 4 contracts

Sources: Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc)

Method of Exercise of Warrants. (1) The Subject to Section 4.8, upon and subject to the provisions hereof, the registered holder of any whole Warrant may exercise the rights thereby conferred on him to acquire purchase all or any part of the Warrant Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise subscription form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise subscription form and together with the payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) No Warrant represented by an Uncertificated Warrant may be exercised unless, prior to such exercise, the Warrantholder of such Warrant shall have taken all other action necessary to exercise such Warrant in accordance with this Indenture and the Internal Procedures. Notwithstanding anything to the contrary contained herein and subject to the Internal Procedures in force from time to time, a Beneficial Owner whose Warrants are represented by an Uncertificated Warrant who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS, on behalf of the Beneficial Owner, a written notice of the Beneficial Owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment in an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for, CDS shall deliver to the Warrant Agent a Confirmation. (3) Payment by a Beneficial Owner representing the Exercise Price must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. CDS will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the non-certified inventory system administered by CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the exercise form process will be for the account of the Beneficial Owner exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (4) Notwithstanding any provisions of this Warrant Indenture, a beneficial owner may exercise his Warrants or take any actions under this Warrant Indenture in accordance with the rules and procedures of CDS. (5) Any subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Common Shares are to be issued, the address(es) of such person(s) and the number of Warrant Common Shares to be issued to each person, if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a major Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (36) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Common Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 3 contracts

Sources: Warrant Indenture (Titan Medical Inc), Warrant Indenture, Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him the holder to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise subscription form of signed by the registered holder or his executors, or administrators or other legal representative or his its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule “A” attached hereto specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise subscription form referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion by an eligible guarantor institution with membership in an approved signature guarantee from a member of a recognized Signature Medallion Guarantee Program medallion program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities with a legend(s) to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in In the City absence of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior specification as to the Time of Expiry, a written notice of person or persons in whose name or names the Beneficial Owner's intention Subject Securities are to exercise Warrants (be issued upon the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate Subject Securities shall be issued by and registered in the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office name of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time registered holder of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 3 contracts

Sources: Warrant Indenture (Geovic Mining Corp.), Warrant Indenture (Geovic Mining Corp.), Warrant Indenture (Geovic Mining Corp.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 3 contracts

Sources: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture, Warrant Indenture

Method of Exercise of Warrants. (1a) The registered Subject to Section 3.9, the holder of any Warrant may exercise the rights right evidenced thereby conferred on him such holder to acquire all or any part Common Shares by surrendering, prior to the Time of Expiry, to the Trustee at a Warrant Shares to which such Warrant entitles the holder, by surrendering Agency: (i) the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory attached to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, cheque or bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation (or payment in an such other form as the Trustee may accept), in the amount equal to of the aggregate Exercise Price multiplied by the number of Warrant Shares subscribed forsuch Warrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, a Warrant Agency or such other place or places that may be designated by the Corporation with the approval of the Trustee, provided that such Warrant AgentCertificate is accompanied by the requisite payment of the aggregate Exercise Price for the Warrants represented thereby that are being exercised. (2b) Any exercise form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, Warrantholder or his executors, or administrators or other legal representative representatives or his attorney duly appointed by an instrument in writing in (such persons being obligated to provide the form and manner Trustee at the Warrant Agency with proof satisfactory to the Trustee of his or her authority to act on behalf of the Warrantholder) and shall specify: (i) the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, and if such persons are individuals, the address(esrelevant social insurance numbers; (iii) the address or addresses of such person(sperson or persons; (iv) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified; and (v) that the Warrantholder represents, warrants and certifies as set forth in one of box A, box B or box C of the exercise form. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Trustee on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax none is due. (3c) If, at In connection with the time exchange of Warrant Certificates and exercise of the Warrants, in accordance Warrants and compliance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirementssuch other terms and conditions hereof as may be required, the Company shall, on Corporation has appointed the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate principal office of the Participant Trustee in a manner acceptable to iteach of Calgary and Toronto as an agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Trustee has accepted such appointment. A The Corporation shall give notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to Trustee of any change of the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsAgency. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 3 contracts

Sources: Warrant Indenture (Transatlantic Petroleum Corp.), Warrant Indenture (Transatlantic Petroleum Corp.), Warrant Indenture (Transatlantic Petroleum Corp.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices in the City cities of CalgaryToronto, Alberta Ontario or Vancouver, British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with (i) a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule “A” attached hereto specifying the number of Warrant Common Shares subscribed for together with for; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 3 contracts

Sources: Common Share Purchase Warrant Indenture (Goldcorp Inc), Common Share Purchase Warrant Indenture (Goldcorp Inc), Common Share Purchase Warrant Indenture (Goldcorp Inc)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Common Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his executors, administrators or other legal representative representatives or his or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $ 2.25 per Common Share (the Exercise Price Price”) (subject to adjustment pursuant to Article 4) multiplied by the number of Warrant Common Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of Common Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Common Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws Expiry Time. Such expiry shall be automatic with no requirement for notice or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companyother formalities. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Only Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants book entry registration system. (a6) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant (together with a written confirmation substantially the same as that set forth in Section 3.2(5)) and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Common Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the Warrants. (5) By causing a Warrants and/or the Book Entry Only Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or exercising the Warrants on its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised therebybehalf. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Book Entry Only Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Dragonwave Inc), Warrant Indenture (Dragonwave Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's ’s intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no force and effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder registered holder of any Warrant or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Mind Medicine (MindMed) Inc.), Warrant Indenture (Cybin Inc.)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him or her to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his or her executors, administrators or other legal representative representatives or his or her or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $11.50 per Share (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (6) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Beneficial Owner. (57) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Agency Agreement, Warrant Agency Agreement (Alignvest Acquisition Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise during the rights Exercise Period the right thereby conferred on him such holder to acquire all or any part of without further payment (except as provided in subsection 5.01(2)) the Warrant Underlying Shares to which such Warrant entitles the holder, holder by surrendering the such Warrant Certificate representing such Warrants to the Warrant Agent Trustee at any time prior to during the Time of Expiry Exercise Period at its principal stock and bond transfer offices office in the City of Calgary, Alberta Toronto (or at such additional place or places as may be decided by the Company Corporation from time to time with the approval of the Warrant Agent), Trustee) with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on set out in the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed forcertificate. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant AgentTrustee. (2) Any exercise form referred to in Section 3.1(1subsection 5.01(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Underlying Shares subscribed for issuable upon the exercise of Warrants by a holder are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1subsection 5.01(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or a medallion signature guarantee from a member firm of a recognized Signature Medallion Guarantee Program The Toronto Stock Exchange and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Underlying Shares unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent Trustee on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no such tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver form attached to the Warrant Agent confirmation of its intention certificate shall be completed to specify the person or persons in whose name or names the Underlying Shares to be issued upon exercise Warrants (the "Confirmation") in a manner acceptable are to the Warrant Agentbe registered, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company such person's or persons' address or addresses and the Warrant Agent that the Beneficial Owner at the time number of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention Underlying Shares to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance each person if more than one is so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsspecified. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Special Warrant Indenture (Learning Co Inc), Special Warrant Indenture (Learning Co Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) All Warrants in certificated form, including Warrants required to be withdrawn from the Book-Entry Only System, including CDSX pursuant to Section 3.4(4), may not be exercised unless an exemption is available from the registration requirements of the U.S. Securities Act and applicable state securities laws, and any holder which exercises any Warrants shall provide to the Company either: (a) a written certification that such holder (a) at the time of exercise of the Warrants is not in the United States; (b) is not a U.S. Person and is not exercising the Warrants on behalf of a U.S. Person or person in the United States; (c) did not execute or deliver the exercise form for the Warrants in the United States; and (d) has in all other aspects complied with the terms of an "offshore transaction" as defined under Regulation S (which written certification shall be deemed delivered by checking Box 1 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (b) a written certification that the holder (i) purchased the Warrants as part of the Units in the Offering; (ii) is exercising the Warrants solely for its own account or for the benefit of a U.S. Person or a person in the United States for whose account such holder acquired the Warrants as a part of the Units in the Offering and for whose account such holders exercises sole investment discretion; (iii) was and is, and any beneficial purchaser for whose account such holder acquired the Warrant and is exercising the Warrants was and is, a Qualified Institutional Buyer both on the date the Units were purchased in the Offering and on the Exercise Date; and (iv) the representations and warranties made by the holder or any beneficial purchaser, as the case may be, to the Company in such holder’s QIB Letter remain true and correct on the Exercise Date (which written certification shall be deemed delivered by checking Box 2 in the Exercise Form attached to the Warrant, as provided for in Schedule “A” hereof); or (c) a written opinion of counsel of recognized standing in form and substance satisfactory to the Company or evidence satisfactory to the Company to the effect that an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available for the issuance of the Warrant Shares issuable on exercise of the Warrants. (8) No Warrant Shares will be registered or delivered to an address in the United States unless the holder of Warrants complies with the requirements of paragraph (b) or (c) of Section 3.1(7). (9) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) 10) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (911) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (1012) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (1113) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him or her to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his or her executors, administrators or other legal representative representatives or his or her or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $11.50 per Share (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) IfAt the election of the Holder, at the time Warrants may be exercised on a cashless basis. If so elected, such Holder may, in lieu of making a cash payment on exercise, surrender his or her Warrants and receive that number of Shares equivalent to the quotient obtained by multiplying (A) the number of Shares for which the Warrants would be exercised by (B) the difference between (i) the VWAP for the 20 Trading Days immediately prior to (but not including) the date of exercise of the Warrants and (ii) the Exercise Price, and dividing such product by the VWAP for the 20 Trading Days immediately prior to (but not including) the date of exercise. Upon receiving notice from the Warrant Agent of receipt by the Warrant Agent of an Exercise Form indicating an election for cashless exercise, the Corporation shall provide the Warrant Agent with calculations in writing confirming the number of Shares to be issued in exchange for such Warrants, . (4) In the event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (45) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (6) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise PricePrice (unless such Book Entry Participant elects to exercise his or her Uncertificated Warrants on a cashless basis in accordance with Section 3.2(3), CDS which election shall be indicated in such notice delivered to the Depository), the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention . The Confirmation shall also indicate an election to exercise such Warrants in the United Stateson a cashless basis, if applicable. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (7) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Beneficial Owner. (5) 8) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Agency Agreement, Warrant Agency Agreement

Method of Exercise of Warrants. (1a) The registered holder of any Warrant that is not in the form of a Global Warrant may exercise the rights right evidenced thereby conferred on him such holder to acquire all or any part Common Shares by surrendering, prior to the Time of Expiry, to the Trustee at a Warrant Shares to which such Warrant entitles the holder, by surrendering Agency: (i) the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory attached to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, cheque or bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation (or payment in an such other form as the Trustee may accept), in the amount equal to of the aggregate Exercise Price multiplied by the number of Warrant Shares subscribed for. such Warrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, a Warrant Agency or such other place or places that may be designated by the Corporation with the approval of the Trustee, provided that such Warrant AgentCertificate is accompanied by the requisite payment of the aggregate Exercise Price for the Warrants represented thereby that are being exercised. (2b) Any exercise form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, Warrantholder or his executors, or administrators or other legal representative representatives or his attorney duly appointed by an instrument in writing in (such persons being obligated to provide the form and manner Trustee at the Warrant Agency with proof satisfactory to the Trustee of his or her authority to act on behalf of the Warrantholder) and shall specify: (i) the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, and if such persons are individuals, the address(esrelevant social insurance numbers; (iii) the address or addresses of such person(sperson or persons; and (iv) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Trustee on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax none is due. (3c) If, at In connection with the time exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal office of the Trustee or its agent in each of the cities of Calgary, Vancouver and Toronto as an agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Trustee has accepted such appointment. The Corporation shall give notice to the Trustee of any change of the Warrant Agency. (d) Anything herein to the contrary notwithstanding, in the case of Global Warrants, exercise notices may be delivered and such Warrants may be surrendered for exercise in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyApplicable Procedures. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Oilsands Quest Inc), Warrant Indenture (Oilsands Quest Inc)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him him, her or it to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta her or it, together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his his, her or its executors, administrators or other legal representative representatives or his his, her or its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canadathe United States, payable to or to the order of the Company Corporation in an amount equal to U.S.$11.50 per Share, subject to adjustment pursuant to Article 4 (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholdernumber of Shares which the Holder wishes to acquire (being not more than that number which he, she or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory it is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situated is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (6) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expirythe Expiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing causing the issuance to CDS the Depository through the Book- Entry Only System book entry registration system of the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the beneficial owner. (57) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Agency Agreement (TPCO Holding Corp.), Warrant Agency Agreement

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryVancouver, Alberta British Columbia or Toronto, Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form Subscription Form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Common Share Purchase Warrant Indenture (Sandstorm Gold LTD), Common Share Purchase Warrant Indenture (Sandstorm Gold LTD)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with (i) a duly completed and executed exercise form subscription of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise substantially in the form need not set out in Schedule “A” attached hereto specifying the number of Common Shares subscribed for; and (ii) a certified cheque, bank draft or money order in lawful money of the United States, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed subscription and payment of the Exercise Price shall be executed deemed to be surrendered only upon personal delivery thereof to, or if sent by CDS. Such exercise form mail or other means of transmission upon actual receipt thereof by, the Warrant Agent. (2) Any subscription referred to in subsection 3.1(1) shall be signed by the Warrantholder, shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Purchase Warrant Indenture (Peru Copper Inc), Purchase Warrant Indenture (Peru Copper Inc.)

Method of Exercise of Warrants. (1) The registered Subject to and upon compliance with the provisions of this Article Three, the holder of any Warrant Certificate may exercise the rights thereby conferred on him to acquire all or any part right of the Warrant Shares to which such Warrant entitles the holder, purchase therein provided for by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time its principal transfer offices in Toronto, Ontario during normal business hours on a Business Day prior to the Time of Warrant Expiry at its principal stock transfer offices in the City of CalgaryTime, Alberta (or at such additional place or places as may be decided by the Company from time to time together with the approval Warrant exercise form attached to and forming part of the Warrant Agent), with a Certificate duly completed and executed exercise form of by the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable which the holder desires to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) purchase and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all Subscription Price applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, surrender calculated in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companythis Indenture. (42) A Beneficial Owner who desires Notwithstanding any provision to the contrary contained in this Indenture, if any Common Shares issuable upon the exercise hisof Warrants require the maintenance of an effective Registration Statement, her or its Uncertificated Warrantswith respect to such Common Shares under the U.S. Securities Act, must do so by causing in no event shall such Common Shares be issued unless the Common Shares are registered under the U.S. Securities Act pursuant to an effective Registration Statement and the Corporation causes to be delivered to the holder a Participant U.S. Prospectus; provided however, that if the Registration Statement ceases to deliver to CDS (at its office in the City of Torontobe effective, Ontario), on behalf of the Beneficial Owner at any time prior to the Expiry Time of Expiryand for so long as the Registration Statement is not effective, subject to applicable law, a written notice holder of any Warrant may, at its option: (a) exercise such Warrants, if the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that holder is in the United States or that is not a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company Purchaser and the holder delivers a duly completed and executed Warrant Agent Exercise Certification certifying that the Beneficial Owner at the time of exercise of such Warrants holder: (aA)(1) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c2) is not a U.S. Person and is not exercising such the Warrants for, or on behalf of or benefit of, a U.S. Person or a person in the United States; and (d3) did not execute or deliver the notice Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the owner's intention six month distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are “restricted securities” as defined in Rule 144 of the U.S. Securities Act and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Corporation shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the U.S. Securities Act, or pursuant to an available exemption from registration under the U.S. Securities Act; and (B) neither the Corporation nor the holder has engaged in any “directed selling efforts” (as defined in Regulation S) in the United States; or (b) exercise such Warrants in a transaction that does not require registration under the United States. If U.S. Securities Act or any applicable U.S. state laws and regulations and the Participant holder has (A) delivered a duly completed and executed Warrant Exercise Certification certifying that the holder is not able exercising the Warrants pursuant to make such exemptions and (B) furnished to the Corporation, prior to such exercise, an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to such effect. (3) Unless the Warrant is exercised pursuant to an effective Registration Statement or deliver under the foregoing representation by initiating conditions set forth in Section 3.02(a), the electronic certificate representing the Common Shares issued upon exercise of the Warrant will bear legends restricting the transfer without registration under the U.S. Securities Act and applicable state securities laws and restricting transfer under the TSX-V, substantially in the form set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TSX VENTURE EXCHANGE (“TSX-V”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX-V SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLMENT OF TRANSACTIONS ON TSX-V. (4) If any Common Shares issuable upon the exercise of Warrants require the maintenance of a current Registration Statement, with respect to such Common Shares under the U.S. Securities Act, the Corporation shall have the authority to suspend the exercise of any or all Warrants while such registration statement is not current. Similarly, a Holder residing in a state where a required registration or governmental approval of issuance of the Common Shares is not in effect as of or has not been obtained within a reasonable time after the surrender date of the Warrant Certificate for exercise shall not be entitled to exercise Warrants, then unless in the opinion of counsel to the Corporation such Warrants registration or approval in such state shall not be required or the Corporation otherwise authorizes the issuance. In such event, the Warrant Holder shall be withdrawn from entitled to transfer the Book-Entry Only SystemWarrants to others, including CDSXbut only prior to the Expiration Date for the Warrants being transferred. If no Registration Statement is effective at any time when any Warrant is exercised, by the Participant and an individually registered Warrant Certificate such Warrantholder shall be issued notified forthwith by the Warrant Agent that such Warrantholder is entitled, at his or her option, to such Beneficial Owner or Participant and exercise the exercise procedures Warrant only in accordance with the conditions set forth in Section 3.1(1Sections 3.01(2)(a)-(b) shall be followed. Payment representing the aggregate and upon delivery of a Warrant Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically Certification to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsCorporation. (5) By causing Notwithstanding that the Corporation may not have maintained a Participant current Registration Statement in respect of Common Shares under the U.S. Securities Act, no Warrantholder (whether a U.S. Purchaser or otherwise) shall have any right to deliver notice to CDSreceive, a Warrantholder and the Corporation shall be deemed under no obligation to have irrevocably surrendered hispay to any Warrantholder (whether a U.S. Purchaser or otherwise), her any cash amount or its Warrants so exercised and appointed such Participant to act other consideration or compensation upon exercise of the Warrants, other than as hisexpressly provided by this Indenture, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares Corporation shall not be under any obligation to redeem or otherwise purchase any Warrants in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incompleteany circumstance; provided, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to however, that nothing in this Section 3.1 clause shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time limit or restrict any remedies of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf any Warrantholder or Warrantholders in respect of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received breach by the Warrant Agent after business hours on any Business Day other than the Time Corporation of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Daya representation, warranty or covenant hereunder. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Vuzix Corp), Warrant Indenture (Vuzix Corp)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Common Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his executors, administrators or other legal representative representatives or his or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $1.40 per Common Share (the Exercise Price Price”) multiplied by the number of Warrant Common Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by executed as set out in subsection 3.2(1) and shall specify the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in number of Common Shares which the form and manner satisfactory Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Common Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner who desires to exercise his, his or her or its Uncertificated Warrants, non-certificated Warrants evidenced by a security entitlement in respect of Warrants in a book-based securities registration system must do so by causing arranging through a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf issuance of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered physical Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate and/or Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines Form to be incomplete, not in proper form or not duly executed shall for all purposes be void completed and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during together with such other documentation as the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice Company or Confirmation received by the Warrant Agent after business hours on any Business Day other than may reasonably require, specifying the Time number of Expiry will be deemed Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada payable to have been received or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by the Warrant Agent on the next following Business Daynumber of Common Shares being purchased. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 2 contracts

Sources: Warrant Indenture (Bridgeport Ventures Inc.), Warrant Indenture (Bridgeport Ventures Inc.)

Method of Exercise of Warrants. (1) The registered Subject to subsection 4.1(2), the holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holdermay, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Expiry, exercise the right thereby conferred on him to acquire Common Shares by: (a) surrendering to the Trustee at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta (British Columbia, or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Trustee, a certificate or certificates representing one Warrant Agent)for each Common Share to be acquired, with a duly completed and executed exercise form or, if the Exchange Number has been adjusted as provided for in Article 5, that number of Warrants, which, when multiplied by the registered holder or his executorsExchange Number, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying equals the number of Warrant Common Shares subscribed for together with to be acquired; (b) delivering to the Trustee a certified cheque, recognized bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company in an amount equal to for the Exercise Price multiplied by for the number of Warrant Common Shares subscribed for. A Warrant Certificate with to be acquired; and (c) delivering to the Trustee a duly completed and executed exercise form as attached to the Warrant Certificates, together with, if required by the Company pursuant to subsection 4.1(2), the opinion of counsel described therein, and payment of the Exercise Price Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant AgentTrustee at one of the offices specified in this subsection. (2) The Common Shares issuable upon exercise of the Warrants have not been registered under the U.S. Securities Act or the securities laws of any state. The Warrants may not be exercised in the United States or by or for the account or benefit of, or for resale to, a U.S. person or a person in the United States, nor shall certificates for Common Shares be registered at or delivered to an address in the United States unless the Common Shares are registered under the U.S. Securities Act and all applicable state securities laws or exemptions from registration are available, and, if required by the terms of the exercise form as completed by the holder, an opinion of counsel to such effect, addressed to the Company and the Trustee and satisfactory to the Company, is delivered in connection with the exercise. (3) Any exercise form referred to in Section 3.1(1subsection 4.1(1) shall be signed by the Warrantholder, Warrantholder or his executors, executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such Trustee. The exercise form need not included in the Warrant Certificate shall be executed by CDS. Such exercise form shall completed to specify the person(s) number of Common Shares to be acquired, the person or persons in whose name such Warrant or names the Common Shares are to be issued, the address(es) of such person(s) his or their address or addresses and the number of Warrant Common Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Common Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete shall, if applicable, pay to the Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the transfer formof the Warrants or Common Shares. (4) Unless the Exercise Date in respect of any Warrantholder occurs on or after the expiry of the earlier of (a) the Qualification Date for such holder's Qualifying Jurisdiction and (b) four months and a day after the date of issuance of the Special Warrants that were exercised into such Warrantholder's Warrants, substantially all certificates representing any Common Shares issued upon exercise of Warrants by such holder will bear the legend in subsection 2.3(3), and all certificates representing any Common Shares issued upon exercise of Warrants by or on behalf of a U.S. Person or a person in the form endorsed on United States shall bear the Warrant Certificate. The signatures legend set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is duesubsection 2.3(4). (35) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading remain additional restrictions on resale under applicable securities legislation on the Warrant Common Shares pursuant to applicable Securities Laws or stock exchange requirementsacquired, the Company shallmay, on the advice of counsel, endorse any the certificates representing the Warrant Common Shares with respect to such effect. The Warrant Agent is entitled to assume compliance with all those restrictions, if applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsissuance. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Northern Orion Resources Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Agency, with a duly completed and executed exercise form (the “Exercise Form”) of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate as Schedule “B”, specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canadathe United States, payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form Exercise Form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company Corporation or the Warrant Agent all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent on behalf of the Company Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1)or 4.1(4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company Corporation shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyCorporation. (4) A Beneficial Owner of Uncertificated Warrant evidenced by a security entitlement in respect of Warrants in the Book-Based System who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Depository Participant to deliver to CDS the Depository (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)a manner acceptable to the Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the aggregate Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the The Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating will initiate the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise Based System, by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsWarrants and the Warrant Agent will execute the exercise by issuing to the Depository through the Book-Based System the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Depository Participant exercising the Warrants on its behalf. Issuance of Warrant Shares shall be made without charge to the Holder for any expense or fee of the Warrant Agent and transfer agent in respect of the issuance of such Warrant Shares, which expenses and fees shall be paid by the Corporation. Solely for purposes of Canadian Universal Market Rules and Regulation SHO, the Beneficial Owner shall be deemed to have exercised Warrants upon the delivery to its Depository Participant of irrevocable instructions to exercise the Warrants and pay their exercise price. (5) By causing a Depository Participant to deliver notice to CDSthe Depository, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Depository Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Depository Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Depository Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) . If the exercise form Exercise Form set forth in the Warrant Certificate shall have been amended, the Company Corporation shall cause the amended exercise form Exercise Form to be forwarded to all registered Warrantholders. (10) . Exercise forms, Exercise Notices Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of ExpiryExpiry Time. Any exercise form, Exercise Notice Form or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) . Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Expiry Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Cardiol Therapeutics Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price Price‌ shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. For clarity, a Warrant exercise shall only be processed once the documents have been received in good order (without errors) by the Warrant Agent. If such documents are received with errors, they will be processed as of the date that they are received in good order by the Transfer Agent and that will be the day used as the date of issuance of the Warrant Shares on Company’s share register and the day used for the decrease on the Warrant register. (2) Any exercise form referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, his or her or its Uncertificated Warrants, must do so by causing a Participant to deliver to complying with the internal procedures of CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Book-Entry Only System the Warrant Shares to which the exercising Beneficial Owner Warrantholder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants.‌ (5) An electronic exercise of the Warrants through the Book-Entry Only System, shall constitute a representation to both the Company and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrant in the United States; (e) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States; and (f) has, in all other respects, complied with the terms of Regulation S under the U.S. Securities Act in connection with such exercise. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or the CDS Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. (56) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (67) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial OwnerWarrantholder. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder Warrants may be exercised by the surrender of any Warrant may exercise this Certificate, with the rights thereby conferred on him to acquire all or any part Form of the Warrant Shares to which such Warrant entitles Subscription attached hereto duly executed by the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Company at its principal stock transfer offices in the City of Calgaryoffice, Alberta (or at such additional place or places as may be decided accompanied by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price for the number of shares of Common Stock specified. The Warrants may be exercised for less than the full number of shares of Common Stock called for hereby by surrender of this Certificate in the manner and at the place provided above, accompanied by payment for the number of shares of Common Stock being purchased. If the Warrants should be exercised in part only, the Company shall, upon surrender of this Warrant Certificate for cancellation, execute and deliver a new Warrant Certificate evidencing the right of the holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Warrant Certificate at the office of the Company, in proper form for exercise, accompanied by the full Exercise Price in cash or certified or bank cashier's check, the holder shall be deemed to be surrendered only the holder of record of the shares of Common Stock issuable upon personal delivery thereof such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to orthe holder. As soon as practicable after the exercise of these Warrants in whole or in part and, if sent by mail or other means of transmissionin any event, upon actual receipt thereof by within ten days thereafter, the Warrant Agent. (2) Any exercise form referred Company at its expense will cause to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing 36 issued in the form name of and manner satisfactory delivered to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and holder a certificate or certificates for the number of Warrant Shares to be issued to each person, if more than one is so specified. If fully paid and nonassessable shares of Common Stock (and any of the Warrant Shares subscribed for are to be issued to person(snew Warrants) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is holder shall be entitled pursuant to the upon such exercise. Any expense associated with Each certificate for shares of Common Stock so delivered shall be in such denominations as may be requested by the preparation holder and delivery of Exercise Notices will shall be for registered in the account name of the Beneficial Owner exercising holder or such other name as the Warrantsholder may designate. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Note Purchase Agreement (Ldi Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form (the “Exercise Form”) of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate as Schedule “B”, specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canadathe United States, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form Exercise Form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1) or 4.1(4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner of Uncertificated Warrant evidenced by a security entitlement in respect of Warrants in the Book-Based System who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment for the aggregate Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the The Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating will initiate the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise Based System, by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) Warrants and the Warrant Agent will execute the exercise by issuing to CDS through the Book-Based System the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) . If the exercise form Exercise Form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form Exercise Form to be forwarded to all registered Warrantholders. (10) . Exercise forms, Exercise Notices Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of ExpiryExpiry Time. Any exercise form, Exercise Notice Form or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) . Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Expiry Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Aurora Cannabis Inc)

Method of Exercise of Warrants. (1) The Subject to Section 4.8, upon and subject to the provisions hereof, the registered holder of any Warrant may exercise the rights thereby conferred on him to acquire purchase all or any part of the Warrant Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise subscription form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise subscription form and together with the payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) No Warrant represented by an Uncertificated Warrant may be exercised unless, prior to such exercise, the Warrantholder of such Warrant shall have taken all other action necessary to exercise such Warrant in accordance with this Indenture and the Internal Procedures. Notwithstanding anything to the contrary contained herein and subject to the Internal Procedures in force from time to time, a Beneficial Owner whose Warrants are represented by an Uncertificated Warrant who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS, on behalf of the Beneficial Owner, a written notice of the Beneficial Owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment in an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for, CDS shall deliver to the Warrant Agent a Confirmation. An electronic exercise of Uncertificated Warrants initiated by the CDS Participant shall constitute a representation to both the Company and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U. S. Person or a person in the United States; (c) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of a U.S. Person or a person in the United States; (d) did not receive an offer to exercise the Warrant in the United States; (e) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States; and (f) has, in all other respects, complied with the terms of Regulation S under the U.S. Securities Act in connection with such exercise. If the CDS Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Uncertificated Warrants, then such Uncertificated Warrants shall be withdrawn from the book based registration system, by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or CDS Participant and the exercise procedures set forth in Section 4.1(1) shall be followed. (3) Payment by a Beneficial Owner representing the Exercise Price must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. CDS will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the non-certified inventory system administered by CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the exercise form process will be for the account of the Beneficial Owner exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (4) Notwithstanding any provisions of this Warrant Indenture, a beneficial owner may exercise his Warrants or take any actions under this Warrant Indenture in accordance with the rules and procedures of CDS. (5) Any subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Common Shares are to be issued, the address(es) of such person(s) and the number of Warrant Common Shares to be issued to each person, if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a major Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (36) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Common Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Titan Medical Inc)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant may exercise the rights right evidenced thereby conferred on him such holder to acquire all or any part of the Warrant Common Shares to which such Warrant entitles the holderby surrendering, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in or the City Accelerated Time of CalgaryExpiry, Alberta (or at such additional place or places as may be decided by the Company from time applicable, to time with the approval of the Warrant Agent)Agent at a Warrant Agency the Warrant Certificate representing such Warrant, with a duly completed and executed exercise form in the form attached to the Warrant Certificate. Promptly upon the receipt of a duly completed and executed exercise form, the Warrant Agent will deliver a notice to the Corporation of the registered holder exercise and the Corporation will provide the Warrant Agent with confirmation of the number of Common Shares to be issued in accordance with Section 2.1 (b) Any exercise form referred to in subsection 3.1(a) shall be signed by the Warrantholder or his executors, administrators or other legal representative representatives or his attorney duly appointed by an instrument in writing in (such persons being obligated to provide the form and manner Warrant Agent at the Warrant Agency with proof satisfactory to the Warrant Agent, substantially in Agent of his or her authority to act on behalf of the form endorsed on the Warrant Certificate specifying Warrantholder) and shall specify: (i) the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable Warrants which the holder wishes to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof (being not more than those which are represented by the Warrant Agent.Certificate(s) surrendered); (2ii) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, person or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) persons in whose name or names such Warrant Common Shares are to be issued, and if such persons are individuals, the address(esrelevant social insurance numbers; (iii) the address or addresses of such person(sperson or persons; and (iv) and the number of Warrant Shares Warrants to be issued to exercised by each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax none is due. (3c) If, at In connection with the time exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Warrants, in accordance with Corporation has appointed the provisions principal office of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws Agent in Calgary and Toronto as an agency at which Warrant Certificates may be surrendered for exchange or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing at which Warrants may be exercised and the Warrant Shares to Agent has accepted such effectappointment. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written Corporation shall give notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to any change of the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsAgency. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Supplemental Warrant Indenture (Gran Tierra Energy, Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercisesuchexercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him them to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer corporate trust offices in the City of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his their executors, administrators or other legal representative or his their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1subsection 3.2(1) shall be signed by the Warrantholder, or his their executors, or administrators or other legal representative or his their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form ; and shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified, but such Exercise Notice need not be executed by CDS. If any of the Warrant Shares subscribed for are to be issued to to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1subsection 3.2(1) and the signatures set out in the transfer form shall be guaranteed by a participating Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program Program, and (b) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3) In addition to completing the exercise form referred to in subsection 3.2(1), a U.S. Warrantholder must (a) provide a completed and executed U.S. Purchaser Letter or Qualified Institutional Buyer Letter or (b) an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company and the Warrant Agent that the exercise is exempt from the registration requirements of applicable securities laws of any state of the United States and the U.S. Securities Act. (4) A Registered Warrantholder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants must complete the exercise form referred to in subsection 2.2(4) and deliver the such executed exercise form and a certified cheque, bank draft or money order payable to or to the order of the Company for the aggregate Exercise Price to the Warrant Agent at its principal corporate trust offices in the City of Vancouver, British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent). The Uncertificated Warrants shall be deemed to be surrendered upon receipt of such exercise form and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office referred to above. (5) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsection 3.2(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (46) A Beneficial Owner who desires to exercise his, her or its their Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing causing the issuance to CDS through the Book- Entry Only Book-Based System of the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (57) An electronic exercise of the Warrants initiated by the CDS Participant through a book- based registration system, including the Book-Based System, shall constitute a representation to both the Company and the Warrant Agent: (a) that the Beneficial Owner at the time of exercise of such Warrants: (i) is not in the United States, (ii) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States, and (iii) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States; or (b) that the Beneficial Owner has provided to, and the Company and the Warrant Agent is in receipt of, a legal opinion satisfactory to each of them that the exercise of the Warrants and issuance of Common Shares upon such exercise is exempt from the registration requirements of the U.S. Securities Act and, in which case: (i) an electronic exercise of the Warrants initiated by the book entry participant through a book-based registration system, including the Book-Based System, shall constitute a representation to both the Company and the Warrant Agent that following the exercise of such Warrants, the Beneficial Owner, together with any person or company acting jointly or in concert with the Beneficial Owner, will not in the aggregate beneficially own, or exercise control or direction over that number of Common Shares which is greater than 9.9% of the total issued and outstanding Common Shares, immediately after giving effect to such exercise on a partially- diluted basis; and (ii) if the CDS Participant is not able to make or deliver the foregoing representations by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book-based registration system, including the Book-Based System by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or CDS Participant and the exercise procedures set forth in subsection 3.2(1) shall be followed. (8) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to the Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book-Entry System the Common Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (9) By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its their Warrants so exercised and appointed such CDS Participant to act as his, her or its their exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (610) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (711) Any exercise referred to in this Section 3.1 3.2 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) 12) Warrants may only be exercised pursuant to this Section 3.1 3.2 by or on behalf of a Registered Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially Exercise Notice set out in the form endorsed on the Warrant CertificateSchedule “B” or as provided herein. (913) If the exercise form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form Exercise Notice to be forwarded to all registered Registered Warrantholders. (1014) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (1115) Any Warrant with respect to which a Confirmation or Exercise Notice is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture

Method of Exercise of Warrants. (1a) The registered holder Warrants may be exercised by the surrender of any Warrant may exercise this Certificate, with the rights thereby conferred on him to acquire all or any part Form of the Warrant Shares to which such Warrant entitles Subscription attached hereto duly executed by the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Company at its principal stock transfer offices office, accompanied by payment of the Exercise Price(s) for the number of shares of Common Stock specified. The Warrants may be exercised for less than the full number of shares of Common Stock called for hereby by surrender of this Certificate in the City manner and at the place provided above, accompanied by payment for the number of Calgaryshares of Common Stock being purchased. If the Warrants should be exercised in part only, Alberta (or at such additional place or places as may be decided the Company shall, upon surrender of this Warrant Certificate for cancellation, execute and deliver a new Warrant Certificate evidencing the right of the holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company from time to time with of this Warrant Certificate at the approval office of the Company, in proper form for exercise, accompanied by the full Exercise Price(s) in cash or certified or bank cashier's check, the holder shall be deemed to be the holder of record of the shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to the holder. (b) This Warrant Agent)may also be exercised at such time by means of a cashless exercise. In such event, the Holder shall surrender this Warrant, or any portion thereof, to the Company, together with a duly completed notice of cashless exercise, and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory Company shall issue to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying Holder the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. determined as follows: X = Y (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and A-B)/A where: X = the number of Warrant Shares to be issued to each person, if more than one is so specifiedthe Holder. If any of Y = the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt number of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation this Warrant is not received by being exercised as outlined on the Warrant Agent before Form of Election to Purchase, Schedule A. A = the Time closing bid price of Expiry shall be deemed the Common Stock immediately prior to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelledthe Date of Exercise. B = the Exercise Price.

Appears in 1 contract

Sources: Warrant Agreement (AL International, Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Certificated Warrants shall be exercised as set forth in the Warrant Certificate. (2) No Warrant represented by an Uncertificated Warrant may exercise be exercised unless, prior to such exercise, the rights thereby conferred on him to acquire all or any part Warrantholder of the Warrant Shares to which such Warrant entitles shall have taken all other action necessary to exercise such Warrant in accordance with this Indenture and the holder, by surrendering the Warrant Certificate representing such Warrants Internal Procedures. Notwithstanding anything to the Warrant Agent at any time prior contrary contained herein and subject to the Time of Expiry at its principal stock transfer offices Internal Procedures in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company force from time to time with the approval time, a Beneficial Owner whose Warrants are represented by an Uncertificated Warrant who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS, on behalf of the Warrant Agent)Beneficial Owner, with a duly completed and executed exercise form written notice of the registered holder or his executorsBeneficial Owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company as well as payment in an amount equal to the product obtained by multiplying the Exercise Price multiplied by the number of Warrant Common Shares subscribed for. A , CDS shall deliver to the Warrant Certificate with the duly completed and executed exercise form and payment of Agent a Confirmation. (3) Payment by a Beneficial Owner representing the Exercise Price shall must be deemed provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be surrendered only upon personal delivery thereof provided to or, if sent by mail or other means of transmission, upon actual receipt thereof by the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant AgentAgent prior to Expiry Time. CDS will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the non-certified inventory system administered by CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the Beneficial Owner exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (24) Notwithstanding any provisions of this Warrant Indenture, a beneficial owner may exercise his Warrants or take any actions under this Warrant Indenture in accordance with the rules and procedures of CDS. (5) Any exercise form subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Common Shares are to be issued, the address(es) of such person(s) and the number of Warrant Common Shares to be issued to each person, if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a major Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (36) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Common Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Titan Medical Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1subsection 4.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1) or (4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) . By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Aphria Inc.)

Method of Exercise of Warrants. (1) The Subject to Section 4.8, upon and subject to the provisions hereof, the registered holder of any Warrant may exercise the rights thereby conferred on him to acquire purchase all or any part of the Warrant Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form notice of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and notice together with the payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) No Warrant represented by an Uncertificated Warrant may be exercised unless, prior to such exercise, the Warrantholder of such Warrant shall have taken all other action necessary to exercise such Warrant in accordance with this Indenture and the Internal Procedures. For further clarification, the Warrantholder must complete and surrender to the Warrant Agent an exercise form, submit the exercise price, and surrender the DRS Statement evidencing such Warrants. Notwithstanding anything to the contrary contained herein and subject to the Internal Procedures in force from time to time, a Beneficial Owner whose Warrants are represented by an Uncertificated Warrant who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS, on behalf of the Beneficial Owner, a written notice of the Beneficial Owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment in an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for, CDS shall deliver to the Warrant Agent a Confirmation. (3) Payment by a Beneficial Owner representing an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. CDS will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the non- certified inventory system administered by CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the exercise form process will be for the account of the Beneficial Owner exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (4) Notwithstanding any provisions of this Warrant Indenture, a beneficial owner may exercise his Warrants or take any actions under this Warrant Indenture in accordance with the rules and procedures of CDS. (5) Any subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Common Shares are to be issued, the address(es) of such person(s) and the number of Warrant Common Shares to be issued to each person, if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a major Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (36) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Common Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1a) The registered holder of any Warrant that is not in the form of a Global Warrant may exercise the rights right evidenced thereby conferred on him such holder to acquire all or any part Common Shares by surrendering, prior to the Time of Expiry, to the Trustee at a Warrant Shares to which such Warrant entitles the holder, by surrendering Agency: (i) the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing Exercise Form in the form and manner satisfactory attached to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, cheque or bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation (or payment in an such other form as the Trustee may accept), in the amount equal to of the aggregate Exercise Price multiplied by the number of Warrant Shares subscribed for. such Warrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price Form referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, a Warrant Agency or such other place or places that may be designated by the Corporation with the approval of the Trustee, provided that such Warrant AgentCertificate is accompanied by the requisite payment of the aggregate Exercise Price for the Warrants represented thereby that are being exercised. (2b) Notwithstanding any provision to the contrary contained in this Indenture, unless an exemption from the registration requirements of the U.S. Securities Act is available and the Warrantholder provides evidence of the availability of such exemption satisfactory to the Corporation and the Trustee, no Warrantholder shall exercise any Warrant pursuant to this Section 3.1 at any time when no Registration Statement is effective, provided that at any such time, any Warrantholder shall be entitled to the rights and benefits set forth in Section 3.7 hereof. (c) Any exercise form Exercise Form referred to in subsection 3.1(a) and any Notice of Intent to Exercise Form referred to in Section 3.1(1) 3.7 shall be signed by the Warrantholder, Warrantholder or his executors, or administrators or other legal representative representatives or his attorney duly appointed by an instrument in writing in (such persons being obligated to provide the form and manner Trustee at the Warrant Agency with proof satisfactory to the Trustee of his or her authority to act on behalf of the Warrantholder) and shall specify: (i) the number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, if applicable, and if such persons are individuals, the address(esrelevant social insurance numbers; (iii) the address or addresses of such person(sperson or persons; and (iv) and if applicable, the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Trustee on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax none is due. (3d) If, at In connection with the time exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal office of the Trustee or its agent in each of the cities of Calgary, Vancouver and Toronto as an agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Trustee has accepted such appointment. The Corporation shall give notice to the Trustee of any change of the Warrant Agency. (e) Anything herein to the contrary notwithstanding, in the case of Global Warrants, exercise notices may be delivered and such Warrants may be surrendered for exercise in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyApplicable Procedures. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Oilsands Quest Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him the holder to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta British Columbia or Toronto, Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule ìA” attached hereto specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 Canadian chartered bank or a by an eligible guarantor institution with membership in an approved signature medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities with a legend(s) to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in In the City absence of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior specification as to the Time of Expiry, a written notice of person or persons in whose name or names the Beneficial Owner's intention Subject Securities are to exercise Warrants (be issued upon the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate Subject Securities shall be issued by and registered in the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office name of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time registered holder of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Agency, with a duly completed and executed exercise form (the “Exercise Form”) of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate as Schedule “B”, specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canadathe United States, payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form Exercise Form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company Corporation or the Warrant Agent all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent on behalf of the Company Corporation the amount of such tax or shall have established to the reasonable satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1)or 4.1(4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company Corporation shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyCorporation. (4) A Beneficial Owner of Uncertificated Warrant evidenced by a security entitlement in respect of Warrants in the Book-Based System who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Depository Participant to deliver to CDS the Depository (at its office in the City of Montréal and Toronto, Ontarioor New York, as applicable), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)a manner acceptable to the Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the aggregate Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the The Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating will initiate the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise Based System, by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsWarrants and the Warrant Agent will execute the exercise by issuing to the Depository through the Book-Based System the Warrant Shares to which the exercising Warrantholder is entitled pursuant to the exercise. Any expense associated with the exercise process will be for the account of the entitlement holder exercising the Warrants and/or the Depository Participant exercising the Warrants on its behalf. Issuance of Warrant Shares shall be made without charge to the Holder for any expense or fee of the Warrant Agent and transfer agent in respect of the issuance of such Warrant Shares, which expenses and fees shall be paid by the Corporation. Solely for purposes of Canadian Universal Market Rules and Regulation SHO, the Beneficial Owner shall be deemed to have exercised Warrants upon the delivery to its Depository Participant of irrevocable instructions to exercise the Warrants and pay their exercise price. (5) By causing a Depository Participant to deliver notice to CDSthe Depository, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Depository Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Depository Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Depository Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) . If the exercise form Exercise Form set forth in the Warrant Certificate shall have been amended, the Company Corporation shall cause the amended exercise form Exercise Form to be forwarded to all registered Warrantholders. (10) . Exercise forms, Exercise Notices Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of ExpiryExpiry Time. Any exercise form, Exercise Notice Form or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) . Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Expiry Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (IMV Inc.)

Method of Exercise of Warrants. (1) The registered holder Holders of any Warrant may Certificated Warrants who wish to exercise the rights thereby conferred on him Warrants held by them in order to acquire all or Common Shares must, if permitted pursuant to the terms and conditions hereunder and as set forth in any part of applicable legend, complete the Warrant Shares exercise form (the “Exercise Notice”) which form is attached to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as which may be decided amended by the Company from time to time with the approval consent of the Warrant Agent), with a duly completed and executed exercise form if such amendment does not, in the reasonable opinion of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Company and manner satisfactory to the Warrant Agent, substantially in materially and adversely affect the form endorsed on rights, entitlements and interests of the Warrant Certificate specifying Warrantholders, and deliver such certificate(s), the number of Warrant Shares subscribed for together with executed Exercise Notice and a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal for the aggregate Exercise Price to the Exercise Price multiplied Warrant Agent. The Warrants represented by the number of Warrant Shares subscribed for. A a Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to of such certificate, Exercise Notice and aggregate Exercise Price or, if such documents are sent by mail or other means of transmission, upon actual receipt thereof by the Warrant AgentAgent at the office referred to above. (2) Any exercise form referred to A beneficial holder of Uncertificated Warrants evidenced by a security entitlement in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing respect of Warrants in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Only Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants book entry registration system. (a3) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to the Time of Expiry. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Common Shares to which the exercising Beneficial Owner Warrantholder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Only Participant exercising the Warrants on its behalf. (54) By causing a Book Entry Only Participant to deliver notice to CDSthe Depository, a Warrantholder shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such Book Entry Only Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (65) Any notice which CDS determines the Depository determined to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Book Entry Only Participant or the Beneficial Ownerbeneficial owner. (6) The Exercise Notice referred to in this section 3.2 shall be signed by the Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Notice need not be executed by the Depository. (7) Any exercise referred to in this Section 3.1 section 3.2 shall require that the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS the Depository must be received by the Warrant Agent prior to the Time of Expiry. (8) Notwithstanding the foregoing in this section 3.2, Warrants may only be exercised pursuant to this Section 3.1 section 3.2 by or on behalf of a Warrantholder, as applicable, who is permitted to and makes one of the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice and delivers, if applicable, any opinion or Confirmation received other evidence as required by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business DayCompany. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Silver Wheaton Corp.)

Method of Exercise of Warrants. (1) The registered Each Warrant may be exercised by the holder thereof at any time on or after the Date of Issue, but not after the Warrant Expiry Time, upon the terms and subject to the conditions set forth herein. (2) Subject to and upon compliance with the provisions of this Article, the holder of any Warrant Certificate may exercise the rights thereby conferred on him to acquire all or any part right of the Warrant Shares to which such Warrant entitles the holder, purchase therein provided for by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of Calgary, Alberta (Vancouver or Toronto or at such additional place or places as may be decided designated by the Company from time to time with the approval of the Warrant Agent)Agent during normal business hours on a Business Day at that place prior to the Warrant Expiry Time, together with a the Warrant Exercise Form attached to the Warrant Certificate duly completed and executed exercise form of by the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying for the number of Warrant Shares which the holder desires to purchase and the Exercise Price applicable at the time of the surrender calculated in accordance with the provisions of this Indenture. The Exercise Price for Shares subscribed for together with a under Warrants shall be paid by certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to Warrant Agent at par at the Exercise Price multiplied by city where the number of Warrant Shares subscribed for. A Warrant Certificate with is surrendered. Surrender of a Warrant Certificate and the duly completed and executed exercise form Warrant Exercise Form and payment of the Exercise Price will be deemed to have been effected, and Warrants shall be deemed to be surrendered have been exercised, only upon on personal delivery thereof to orto, or if sent by mail or other means of transmission, upon transmission on actual receipt thereof by, the Warrant Agent at one of the offices specified in this section. (3) The Warrantholder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a "Warrant Exchange"), into the number of Warrant Shares determined in accordance with this Section 3.1(3), by surrendering the Warrant Certificate at the principal office of the Company or at the office of its stock transfer agent, accompanied by a notice stating such Warrantholder's intent to effect such exchange, the number of Shares issuable on exercise of the Warrants (the "Warrant Shares") to be exchanged and the date on which the Warrantholder requests that such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange shall take place on the later of the date specified in the Notice of Exchange and the date the Notice of Exchange is received by the Company or its stock transfer agent (the "Exchange Date"). Upon receipt of a Notice of Exchange, the Company shall direct the Warrant Agent, in writing, to issue the Common Shares to be issued pursuant to the Notice of Exchange and the Warrant Agent shall be entitled to rely on such direction without further independent inquiry. Warrant Certificates for the Shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor evidencing the balance of the Shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to the Warrantholder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (i) the number of Warrant Shares specified by the Warrantholder in its Notice of Exchange (the "Total Number") less (ii) the number of Warrant Shares equal to the quotient obtained by dividing (a) the product of the Total Number and the existing Exercise Price by (B) the current market value of a Common Share. Current market value shall be as determined below using the U.S./Canadian noon exchange rate published by the Federal Reserve of New York on the date of the Notice of Exchange (if necessary), but in no event less than zero: (a) If the Common Shares are listed on the Exchange or any US national securities exchange or admitted to unlisted trading privileges on such exchange or listed for trading on the Nasdaq National Market, the current market value shall be the last reported sale price of the Common Shares on such exchange or market on the date of the Notice of Exchange or if no such sale is made on such day, the average closing bid and asked prices for such day on such exchange or market; (b) If the Common Shares are not so listed or admitted to unlisted trading privileges, but are traded on the Nasdaq SmallCap Market, the current market value shall be the closing price on the date of the Notice of Exchange on such market and if the Common Shares are not so traded, the current market value shall be the mean of the last reported bid and asked prices reported by the National Quotation Bureau, Inc. on the last business day prior to such date; or (c) If the Common Shares are not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, the current market value shall be an amount, not less than book value thereof as at the end of the most recent fiscal year of the Company ending prior to the date of the Notice of Exchange, determined in such reasonable manner as may be prescribed by the Board of Directors of the Company. (24) Any exercise form referred to in Section 3.1(1) Every Warrant Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to holder of the Warrant AgentCertificate who desires to exercise in whole or in part the right of purchase therein provided for, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) number of Shares that the subscriber wishes to purchase (being not more than he is entitled to purchase), the person or persons in whose name such Warrant or names the Shares which the subscriber desires to purchase are to be issued, the address(es) of such person(s) issued and his or their address or addresses and the number of Warrant Shares to be issued to each such person, if more than one is so specified. If any , the form shall have one of the boxes in section (5) of the Warrant Exercise Form checked, and shall be substantially in the form set out in the Warrant Certificate. (5) If any Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall must pay to the Company or to the Warrant Agent on his behalf an amount equal to all applicable transfer taxes or similar taxes other government charges, and the Company shall will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (36) If, at the time of No exercise of any Warrants shall be effective, and no certificate representing Shares shall be issued pursuant to the exercise of Warrants, in accordance with unless: (a) the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified holder represents in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that it is not in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such noticePerson, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Warrants on behalf of a U.S. Person or a person in the United States; Person, and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants Warrant Exercise Form in the United States. If ; (b) the Participant holder represents in writing that it is not able to make or deliver the foregoing representation by initiating the electronic exercise an Original U.S. Purchaser, that each of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant representations and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid warranties made at the time of subscription for the purchase of Units remains true and such Exercise Price correct as of the date of the exercise of the Warrants and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by that it is exercising the Warrant Agent prior on its own behalf and not for the account or benefit of any other person; or (c) the holder provides an opinion of counsel of recognized standing in form and substance satisfactory to the Time Company to the effect that registration under the U.S. Securities Act and applicable state securities laws is not required. The certificates representing any Shares issued in connection with the exercise of Expiry. (8) Warrants may only be exercised pursuant to clause (b) or (c) of this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes 3.1(6) shall bear the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form legend set forth in the Warrant Certificate Section 2.15(2) of this Indenture. No certificates for Shares shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be or delivered to an address in the Warrant Agent at any time during United States unless the Warrant Agent's actual business hours on any Business Day prior to the Time holder complies with clause (b) or (c) of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Daythis Section 3.1(6). (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Share Purchase Warrant Indenture (Infowave Software Inc)

Method of Exercise of Warrants. (1a) The Subject to Sections 3.1(b) and 3.1(c), the registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta Province of British Columbia (or at such additional place or places as may be decided by the Company Corporation from time to time with the approval of the Warrant Agent), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying set out in Schedule “A” or Schedule “B”, as applicable, for the number of Warrant Shares Subject Securities subscribed for together with for; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Warrant Agent in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the aggregate Warrant Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) A beneficial owner of Warrants who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Vancouver), on behalf of the beneficial owner, a written notice of the owner’s intention to exercise Warrants (the “Exercise Notice”). Any expense associated with the preparation and delivery of such Exercise Notice will be for the account of the beneficial owner exercising such Warrants. (c) Any exercise form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be delivered or issued, the address(es) address of such person(s) and the number of Warrant Shares Subject Securities to be issued delivered to each personperson (not being more than those which the Warrantholder is entitled to acquire pursuant to the Warrant Certificate), if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be delivered or issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 3.1(a) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent all applicable transfer or similar taxes (if any) and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3d) If, Warrants may not be exercised unless either: (i) the Warrantholder certifies that (i) at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) it is not in the United States; (bii) did not acquire at the time of exercise of the Warrants it is not a U.S. Person, and is not exercising the Warrants on behalf of a person in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United StatesPerson; and (diii) it did not execute or deliver the notice of exercise form for the owner's intention to exercise such Warrants in the United States. If , unless the Participant is not able to make or deliver person executing the foregoing representation by initiating the electronic exercise certification on behalf of the Warrants, then such Warrantholder is a person described in Rule 902(k)(2) of Regulation S; (ii) the Warrantholder certifies that it (i) purchased the Warrants shall be withdrawn from in the Book-Entry Only System, including CDSX, Secondary Offering of units by the Participant Corporation comprised of Common Shares and Warrants on April 8, 2011 and (ii) has provided an individually registered executed letter to the Warrant Certificate shall be issued by Agent, substantially in the form attached hereto as Schedule “C”, a copy of which is available upon request from the Warrant Agent to such Beneficial Owner or Participant the Corporation; or (iii) the Warrantholder is a professional fiduciary organized, incorporated, or (if an individual) resident in the United States that is purchasing the securities on behalf of a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended); and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment Corporation has confirmed to the Warrant Agent prior to Time its satisfaction that the provisions of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to this subsection 3.1(d) have been complied with; the Warrant Agent and the Warrant Agent will execute the exercise by issuing shall be entitled to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsrely upon such confirmation. (5e) By causing Fractional Common Shares or cash or other consideration in lieu thereof shall not be issued, delivered or otherwise provided for upon the exercise of one or more of the Warrants under any circumstances; including any adjustment provided for in section 2.13 hereof. If any fraction of a Participant to deliver notice to CDSCommon Share would otherwise be deliverable or issuable, a Warrantholder the number of Common Shares so delivered or issued shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect rounded down to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercisenearest whole Common Share without compensation therefor. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Pretium Resources Inc.)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant may exercise the rights right evidenced thereby conferred on him such holder to acquire all or any part of the Warrant purchase Shares to which such Warrant entitles the holderby surrendering, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryExpiry, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Agency: (a) the Warrant Certificate, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument subscription in writing in substantially the form and manner satisfactory to the Warrant Agentset out in Article 10; and (b) cash, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order order, or such other method of payment as the Trustee, in its discretion, shall accept, in lawful money of Canada, Canada payable to or to the order of the Company Trustee at par in an amount equal to the City of Calgary where such Warrant is surrendered for the Exercise Price multiplied by with respect to the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and subscription referred to in Section 3.1(a)(i), together with the payment of the Exercise Price subscription price of the Shares subscribed for and referred to in Section 3.1(a)(ii), shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the at, in each case, any Warrant AgentAgency provided for in Section 3.1(c) where surrendered. (2b) Any exercise form subscription referred to in Section 3.1(13.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify the form and manner satisfactory number of Shares which the holder desires to purchase (being not more than those which the holder is entitled to purchase pursuant to the Warrant AgentCertificate(s) surrendered), but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) person or persons in whose name or names such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant mailing address for the Shares to be issued to each person, if more than one is so specifiedissued. If any of the Warrant Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Agency on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent Agency on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3c) If, at the time of exercise of the Warrants, in accordance In connection with the provisions exchange of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price provide for the Warrant Shares subscribed for must Agency in Calgary and at any other place or places which may be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed designated by the Registered Warrantholder Corporation (with the approval of the Trustee, acting reasonably) at which Warrant Certificates may be surrendered for exchange or the Confirmation from CDS must be received by the Warrant Agent prior Warrants exercised. The Corporation shall give notice to the Time Trustee of Expiryany change of Warrant Agency. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Westlink Resources LTD)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) A beneficial owner of Warrants represented by an NCI deposit who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto), on behalf of the beneficial owner, a written notice of the owner’s intention to exercise Warrants (the “Exercise Notice”). Any expense associated with the preparation and delivery of such Exercise Notice will be for the account of the beneficial owner exercising the exercise form privilege. An electronic exercise of the Warrants initiated by the CDS Participant through a book based registration system, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the book based registration system, including CDSX by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or CDS Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. (3) Any subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form referred to in subsection 3.1(1) shall be guaranteed by a Canadian Schedule 1 chartered bank or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (34) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1a) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Certificated Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Subordinate Voting Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the "Exercise Form") duly completed and executed exercise form of by the registered holder Holder or his executors, administrators or other legal representative representatives or his or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $0.45 per Subordinate Voting Share (the "Exercise Price Price") multiplied by the number of Warrant Subordinate Voting Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2b) Any exercise form referred In addition to in Section 3.1(1) shall be signed by completing the WarrantholderExercise Form attached to the Warrant Certificate(s), a U.S. Warrantholder must provide an opinion of counsel, of recognized standing, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument evidence in writing in the form and manner substance reasonably satisfactory to the Warrant AgentCorporation, but such that the exercise form need not is exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. (c) The Exercise Form shall be executed by CDS. Such exercise form as set out in subsection 3.2(a) and shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Subordinate Voting Shares which the Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Certificate(s) so surrendered). Such Subordinate Voting Shares to shall be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4d) A Beneficial Owner beneficial owner of Warrants issued in uncertificated form evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Only Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Ownerowner's intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the aggregate Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the a "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXa book based registration system. An electronic exercise of the Warrants initiated by the Beneficial Owner Book Entry Only Participant through a Book-Entry Only System, including CDSX, book based registration system shall constitute a representation to both the Company Corporation and the Warrant Agent that the Beneficial Owner beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and Warrantholder. (de) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent for prompt onward payment by the Warrant Agent to the Corporation which the Warrant Agent will promptly pay to the Corporation, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Subordinate Voting Shares to which the exercising Beneficial Owner beneficial owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Only Participant exercising the Warrants on its behalf. (5f) By causing a Book Entry Only Participant to deliver notice to CDSthe Depository, a Warrantholder beneficial owner shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such Book Entry Only Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise of the Warrants and the receipt of Warrant Subordinate Voting Shares in connection with the obligations arising from such exercise. (6g) Any notice which CDS the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect effect, and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Ownerbeneficial owner's instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Book Entry Only Participant or the Beneficial Ownerbeneficial owner. (7h) Any exercise referred In the event that a Holder has not exercised his Warrants in accordance with the provisions hereof prior to in this Section 3.1 the Expiry Time, all Warrants then held by such Holder shall require that expire and be of no further force and effect as at the entire Exercise Price Expiry Time. (i) The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws and the Corporation has no current intention to effect such registration. Accordingly, notwithstanding any other provision hereof, the Warrants may not be issued or transferred to or for the Warrant Shares subscribed for must be paid at account or benefit of a U.S. Person or a person in the time United States. (j) If the principal transfer office of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Time of ExpiryHolders. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9k) If the exercise form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Company Corporation shall cause the amended exercise form Exercise Notice to be forwarded to all registered WarrantholdersHolders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1a) The registered Subject to Section 4.8, the holder of any Warrant Certificate may exercise the rights right thereby conferred on him to acquire all or any part of the Warrant purchase Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent during the Exercise Period at its office in Toronto, Ontario or at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Warrant Agent): (i) the Warrant Certificate, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Subscription Form; and (ii) a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the CIBC Mellon Trust Company in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and Subscription Form together with the payment of the Exercise Price aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at either of its office set forth above, or, if sent by mail or other means of transmissionovernight courier, upon actual receipt thereof by the Warrant AgentAgent at its principal office in Toronto, Ontario. (2b) Any exercise form subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) Person or Persons in whose name such Warrant or names the Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(sPerson or Persons; (iv) and the number of Warrant Common Shares to be issued to each person, Person if more than one Person is so specified. If any of , provided that the Warrant Warrantholder shall only be entitled to direct its entitlement to the Common Shares subscribed for in a manner permitted by applicable securities legislation; and (v) a completed transfer form if Common Shares are to be issued to person(s) someone other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) IfA Beneficial Owner, at other than a U.S. Person, who desires to exercise Warrants pursuant to the time of exercise of the Warrants, Book-Based System shall do so in accordance with the provisions of Section 3.1(1)procedures established by CDS and the Corporation, there are any trading restrictions on the Warrant Shares pursuant from time to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effecttime. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Such procedures shall initially be that a Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing shall cause a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the such Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the such Beneficial Owner's ’s intention to exercise Warrants (and the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Price for the Common Shares being purchased. CDS shall initiate the exercise of Warrants that is and forward in full the United States or that is a U.S. Person will first request the withdrawal Exercise Price of the Uncertificated Warrant(s) from Common Shares being purchased electronically through the Book-Entry Only Based System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise following receipt of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and which the Warrant Agent that shall execute the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the exerciseBook-Based System. Any expense associated with the preparation and delivery of Exercise Notices will the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising the Warrants. (5d) By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS pursuant to Section 4.1(c), a Beneficial Owner shall be deemed to not be a U.S. Person. (e) By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such CDS Participant to act as his, her or its such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (6f) Any notice which of intention to exercise Warrants that CDS determines to be incomplete, not in proper form or form, not duly executed shall or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent Corporation to the CDS Participant or the Beneficial Owner. (7) Any . For greater certainty, any exercise referred of Warrants pursuant to in this Section 3.1 shall require that 4.1 must be accompanied by payment in full of the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription being purchased and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Energy Fuels Inc)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant A Warrantholder may exercise the rights thereby right conferred by the ownership of Warrants on him such holder to acquire all or Common Shares by surrendering, at any part of time after the Effective Date and prior to the Warrant Shares Expiry Time, to which such the Warrant entitles the holder, by surrendering Agency the Warrant Certificate representing evidencing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), together with a duly completed and executed exercise form and payment (in accordance with Subsection 3.1(d)) of the registered holder or his executorsaggregate Exercise Price for the Common Shares being acquired. (b) For the purposes of this Indenture, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the a Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmissionmail, upon actual receipt thereof by at, in each case, the Warrant AgentAgency with a duly completed and executed exercise form for such Warrant Certificate. (2c) Any The exercise form referred to in Section 3.1(1) shall for Warrants must be signed by the WarrantholderWarrantholder and, or his executorsif required by the exercise form, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in with such signature properly guaranteed, and must specify: (i) the form and manner satisfactory number of Common Shares which the Warrantholder wishes to acquire (being not more than those which such holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(s); and (iv) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant any Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3d) If, at The Warrantholder shall pay the time of Exercise Price for each Common Share being acquired pursuant to the exercise of one or more Warrants by delivery of a certified cheque, money order or bank draft payable to the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effectCorporation. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified will promptly but in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior event not less than 5 Business Days forward to the Time of Expiry, a written notice of Corporation all such subscription proceeds received upon the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered Forthwith after the execution and delivery by the parties thereto of the Purchase Agreement and not more than 48 hours prior to the date of the Closing stipulated in section 3.1 of the Purchase Agreement, the Company will give a written notice to the Trustee at its principal office in Vancouver that the A Warrants will be deemed to be exercised at the Class A Warrant Exercise Time. Provided the completion of the transactions contemplated by the Purchase Agreement occurs on the date of the Closing stipulated in section 3.1 of the Purchase Agreement, the A Warrants shall be deemed to be exercised by the holder of at the Class A Warrant Exercise Time without any Warrant may exercise further action on the rights thereby conferred on him to acquire all or any part of the Warrant holder. Any such deemed exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Company or the Trustee, be required to ensure compliance with applicable securities legislation. The Trustee shall only issue a certificate or certificates representing the Shares to which such Warrant entitles issuable upon the holder, by surrendering exercise of the A Warrants after the Warrantholder has surrendered the Warrant Certificate or Warrant Certificates representing such all of the A Warrants to the Warrant Agent at any time prior to the Time of Expiry Trustee at its principal stock transfer offices office in the City city of Calgary, Alberta (Vancouver or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Trustee, or to the Co-Transfer Agent at its principal transfer office designated by the Company, during normal business hours on a business day at that place following the Class A Warrant Agent), Exercise Time together with a duly completed and executed exercise form of the registered holder attached to such Warrant Certificate or his executorsWarrant Certificates, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form set out in Schedule "D" attached hereto. Subject to and manner satisfactory to upon compliance with the Warrant Agentprovisions of this Article Four and Article Five, substantially in the form endorsed on holder of the Warrant Certificate specifying or Warrant Certificates representing the number B Warrants may exercise the right to acquire all of the Shares therein provided for by surrendering the Warrant Shares subscribed for together with a certified cheque, bank draft Certificate or money order in lawful money of Canada, payable to or Warrant Certificates to the order Trustee at its principal transfer office in the city of Vancouver or at any other place or places that may be designated by the Company in an amount equal to with the Exercise Price multiplied by the number Surrender of Warrant Shares subscribed for. A a Warrant Certificate with and the duly completed and executed exercise form in accordance with subsections 4.4(2) and payment of the Exercise Price shall (3) will be deemed to be surrendered have been effected only upon on personal delivery thereof to or, if sent by mail or other means of transmission, upon transmission on actual receipt thereof thereof, by the Warrant Agent. Trustee or the Co-transfer Agent at the office specified in subsections 4.4(2) and (2) 3). Any exercise form referred to in Section 3.1(1subsections 4.4(2) and (3) shall be signed by a duly authorized officer of the Warrantholder, or his executors, or administrators Warrantholder or other legal representative or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Trustee or the Co-transfer Agent, but such as the case may be. The exercise form need not be executed by CDS. Such exercise form attached to the Warrant Certificate shall specify the person(s) person or persons in whose name such Warrant or names the Shares which the holder desires to acquire are to be issued, the address(es) of such person(s) issued and his or their address or addresses and the number of Warrant Shares to be issued to each such person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the Warrant Agent all applicable transfer or similar taxes of the Shares and the Company shall will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company that such tax has the taxes and charges have been paid or that no tax is due. taxes or charges are owing. Unless box B has been checked on the exercise form referred to in subsections 4.4(2) and (3), (i) B Warrants may not be exercised within the United States or by or on behalf of any U.S. Person, (ii) no Shares shall be issued to any person who has an address in the United States on the exercise form and (iii) no Shares issued upon exercise of Warrants will be delivered to any address in the United States. In the event that any Warrant Certificate or Warrant Certificates have been delivered to the Trustee pursuant to subsection 4.4(2) or (3) and box B has been checked on the accompanying exercise form, then the Trustee shall cause the certificates representing the Shares issued upon exercise of any such Warrants to be affixed with the following legend (the "U.S. Legend"): "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) INSIDE THE UNITED STATES IN ACCORDANCE WITH (1) CERTAIN PROCEDURES SATISFACTORY TO THE COMPANY OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE. provided, that if any such Share is being sold or transferred in compliance with Rule 904 of Regulation S, the U.S. Legend may be removed by providing a declaration to the Trustee substantially in the form set forth in Schedule C attached hereto, and provided further that if any such Share is being sold in compliance with Rule 144 under the U.S. Securities Act, the U.S. Legend may be removed by delivery to the Trustee of an opinion of counsel, of recognized standing reasonably satisfactory to the Company, to the effect that such legend is no longer required under the applicable requirements of the U.S. Securities Act or state securities laws. In the event that the A Warrants are exercised in accordance with subsection 4.4(1), the Trustee shall cause the certificates representing the Shares issued upon exercise of any such Warrants to be affixed with the U.S. Legend. If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading remain restrictions on resale under applicable securities legislation in respect of the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirementsissuable upon exercise of the Warrants, the Company shallmay, on the advice of counsel, endorse any certificates the certificate representing the Shares with respect to those restrictions. Effect of the Exercise of Warrants Upon exercise of a Warrant in accordance with section 4.4 and subject to sections 4.6, 4.8, 4.9 and 5.4, the holder of the Warrants shall be entitled without further payment therefor to receive from the Company the number of Shares that is equal to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing the number of Warrants exercised or deemed exercised multiplied by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (Exchange Number in effect at its office in the City of Toronto, Ontario), on behalf date of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic deemed exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form holder thereof to be forwarded entered forthwith on its register of shareholders as the holder of the Shares to all registered Warrantholders. (10) Exercise formsbe issued to such holder or, Exercise Notices in the case of B Warrants, to the person or persons in whose name or names the Shares are to be issued as specified in the exercise form. The number of Shares to be issued to such person or persons shall be so issued and Confirmations must such person or persons shall become the shareholder or shareholders of record of those Shares with effect from the date on which the Warrant is exercised unless the register of the Company shall be closed on that date, in which case the Shares so subscribed for shall be deemed to be issued and the person or persons shall be deemed to become the shareholder or shareholders of record of the Shares on the date on which the register is reopened and the Shares shall be issued on the later date. Upon the exercise or deemed exercise of the Warrants as aforesaid the Company shall, without charge therefor except as provided in subsection 4.4(5), forthwith cause to be delivered to the Warrant Agent at any time during Trustee, as agent for the Warrant Agent's actual business hours on any Business Day prior to person or persons in whose name or names the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.Shares are

Appears in 1 contract

Sources: Warrant Indenture (Vista Gold Corp)

Method of Exercise of Warrants. (1) a. The registered holder of any Warrant may exercise the rights thereby right conferred on him such holder to acquire all or any part of Common Shares by surrendering, after the Issue Date and prior to the Expiry Time, to the Warrant Shares to which such Warrant entitles the holderAgency, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executorsWarrant Exercise Form, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, cheque or bank draft or money order in lawful money of Canada, Canada payable to the Corporation or to the order of the Company Trustee at par in the city where the Warrant Agency is located in an amount equal to the Exercise Price multiplied by the number of Warrant Common Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Warrant Exercise Price Form referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, the Warrant Agency, provided that such Warrant Certificate is accompanied by the Warrant Agentrequisite certified cheque, bank draft or money order in the amount of the aggregate Exercise Price for the Warrants represented thereby that are being exercised. (2) b. Any exercise form Warrant Exercise Form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued; (iii) the address or addresses of such person or persons; (iv) if an individual, the address(es) social insurance number of such person(sperson or persons; and (v) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Agency on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Agency on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise c. Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is may not be exercised in the United States or that is by or on behalf of a U.S. Person will first request unless the withdrawal offer of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver Common Shares pursuant to the Warrants is registered under the U.S. Securities Act and applicable state securities laws or an exemption is available. No exercise of any Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable shall be effective, and no certificate representing Common Shares shall be issued pursuant to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of Warrants, unless, in addition to the Warrants initiated by foregoing, the Beneficial Owner through a Book-Entry Only SystemWarrantholder represents, including CDSX, shall constitute a representation warrants and certifies to both the Company Corporation and to the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants Trustee that: (ai) it is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Warrants on behalf of a U.S. Person or a person in the United States; , and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants Warrant Exercise Form in the United States. If ; or (ii) it (i) originally purchased the Participant is not able to make Warrants on its own behalf or deliver the foregoing representation by initiating the electronic exercise on behalf of the Warrantsa beneficial purchaser (a “Beneficial Purchaser”), then such Warrants shall be withdrawn directly from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled Corporation pursuant to the exercise. Any expense associated with Corporation’s offering of units comprised of Common Shares and Warrants at a time when the preparation holder was and delivery of Exercise Notices will be any Beneficial Purchaser was an accredited investor, as defined in Rule 501(a) under the U.S. Securities Act (“Accredited Investor”); (ii) is exercising the Warrants solely for its own account or for the account of the Beneficial Owner exercising Purchaser, if any, and not on behalf of any other person; and (iii) is, and the WarrantsBeneficial Purchaser, if any, is, an Accredited Investor on the date of completing the Warrant Exercise Form. (5iii) By causing a Participant to deliver notice to CDSan exemption from registration under the U.S. Securities Act and any applicable state securities law is available, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect attached to the exercise and the receipt Warrant Exercise Form is an opinion of Warrant Shares counsel to such effect, it being understood that any opinion of counsel tendered in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to exercise of the Warrants must be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect substance satisfactory to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to Corporation. The certificate representing any obligations or liability on the part Common Shares issuable upon exercise of the Company or Warrant Agent to Warrants where the Participant or Warrantholder does not provide the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form representations set forth in subsection 3.1(c)(i) shall bear the legend set forth in Section 3.7 of this Indenture. No certificate for Common Shares issuable upon exercise of a Warrant shall be registered or delivered to an address in the United States unless the Warrantholder shall have complied with subsections 3.1(c)(ii) or (iii) and, in the case of subsection 3.1(c)(iii), the Corporation has confirmed in writing to the Trustee that the opinion of counsel is satisfactory to the Corporation. d. In connection with the exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the Corporation has appointed the principal office of the Trustee in Calgary as the Warrant Certificate shall have been amendedAgency at which Warrant Certificates may be surrendered for exchange, transfer or repurchase or at which Warrants may be exercised and the Company shall cause Trustee has accepted such appointment. The Corporation may from time to time designate alternate or additional places as a Warrant Agency upon notice to and consent of the amended exercise form to be forwarded to all registered WarrantholdersTrustee of any change of any Warrant Agency. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Challenger Energy Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may Certificate may, during the Exercise Period, exercise the rights right thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Trustee at its principal stock transfer offices office in the City Cities of CalgaryVancouver or Toronto, Alberta (or at such additional any other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Trustee, or to the Co-transfer Agent at its principal transfer office designated by the Corporation, a Warrant Agent)Certificate or Warrant Certificates representing the Warrants held by such holder that are to be exercised, with together with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form set out in Appendix “A” to Schedule “A” hereto; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or draft, money order or wire transfer in lawful money of Canada, the United States payable to or to the order of the Company Corporation in an amount equal to the then current Exercise Price multiplied by the number of Warrant Shares subscribed forWarrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price The Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant Trustee or the Co-transfer Agent at the office specified in this section. Any such exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee or the Co-transfer Agent, be required to ensure compliance with all applicable securities legislation. (2) Any exercise form referred delivered pursuant to in Section 3.1(1subsection 4.1(1) shall be signed by the Warrantholder or the Warrantholder, or his executors, ’s executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Trustee or the Co-transfer Agent, but such as the case may be. The exercise form need not be executed by CDS. Such exercise form attached to the Warrant Certificate shall specify the person(s) number of Warrants being exercised, the person or persons in whose name such Warrant or names the Shares to be issued upon exercise are to be issued, the address(es) of such person(s) person’s or persons’ address or addresses and the number of Warrant Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a Schedule I chartered bank, a major Canadian Schedule 1 chartered bank or a medallion signature guarantee from trust company, a member of the medallion guarantee program, a recognized member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Medallion Guarantee Program and (MSP). If any of the Shares to be acquired are to be issued to a person or persons other than the Warrantholder, the Warrantholder shall pay to the Company Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the Warrant Agent all applicable transfer or similar taxes of the Shares and the Company shall Corporation will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company Corporation that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), Warrants there are any trading remain restrictions on the Warrant Shares pursuant to resale under applicable Securities Laws or stock exchange requirementson the Shares acquired, the Company shallCorporation may, on the advice of counsel, endorse any the certificates representing the Warrant Shares and Warrants with respect to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companythose restrictions. (4) A Beneficial Owner The Trustee shall record the particulars of the Warrants exercised which particulars shall include the names and addresses of the persons who desires to exercise hisbecome holders of Shares, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario)if any, on behalf of exercise, the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System Date and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price. Within five business days of each Exercise Date, CDS the Trustee shall deliver provide such particulars in writing to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company Corporation and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsTransfer Agent. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.U.S. Securities Law Matters

Appears in 1 contract

Sources: Warrant Indenture (Vista Gold Corp)

Method of Exercise of Warrants. (1) The registered holder of any a. This Warrant may exercise be exercised in whole or in part (but not as to fractional shares) on one or more occasions during the rights thereby conferred on him Exercise Period by the surrender of the Warrant, with the Purchase Agreement attachment hereto as Rider A properly completed and duly executed, at the principal office of the Company at Franklin Avenue and Grant Street, Phoenixville, Pennsylvania, or such other location which shall at that time be the principal office of the Company (the "Principal Office"), and upon payment to acquire all or any part it of the Warrant Shares Price for the shares to which be purchased upon such exercise. The Warrant entitles Price may be paid, at the holderHolder's option, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with i) delivering a certified cheque, check or bank draft or money order in lawful money of Canada, payable to or immediately available funds to the order of the Company in an amount equal for the entire Warrant Price, (ii) surrendering to the Exercise Company shares of Common Stock of the Company owned by the Holder having an aggregate market value (determined by multiplying the Market Price multiplied by the number of shares surrendered) equal to the Warrant Price, or (iii) any combination of (i) and (ii) as determined by the Holder. The persons entitled to the shares so purchased shall be treated for all purposes as the holders of such shares as of the close of business on the date of exercise and certificates for the shares of stock so purchased shall be delivered to the persons so entitled within a reasonable time, not exceeding thirty (30) days, after such exercise. Unless this warrant has expired, a new Warrant of like tenor and for such number of shares as the holder of this Warrant shall direct, representing in the aggregate the right to purchase a number of shares with respect to which this Warrant shall not have been exercised, shall also be issued to the holder of this Warrant within such time. b. In addition to and without limiting the rights of the Holder under any other terms set forth herein, the Holder shall have, upon written request by the Holder delivered or transmitted to the Company together with this Warrant, the right (the "Conversion Right") to require the Company to convert this Warrant into shares of Common Stock as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without any payment by the Holder) that number of shares of Common Stock that is equal to the quotient obtained by dividing (x) the value of this Warrant at the time the Conversion Right is exercised (determined by subtracting the aggregate Warrant Price in effect immediately prior to the exercise of the Conversion Right from the aggregate current market value (determined by multiplying the Market Price by the applicable number of shares) of the Warrant Shares subscribed forissuable upon exercise of this Warrant immediately prior to the exercise of the Conversion Right) by (y) the Market Price immediately prior to the exercise of the Conversion Right. A The Conversion Right may be exercised by the Holder by surrender of this Warrant Certificate at the principal office of the Company, together with a written statement specifying that the Holder thereby intends to exercise the Conversion Right. Certificates for shares of Common Stock issuable upon exercise of the Conversion Right shall be delivered to the Holder promptly following the Company's receipt of this Warrant together with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agentaforesaid written statement. (2i) Any The Company shall have the right and option (the "Call Option"), at any time after redemption by the Company of its Series B Preferred Stock, to purchase the Warrant from the Holder in accordance with this Section. (ii) To exercise form referred the Call Option, the Company shall give written notice to in Section 3.1(1the Holder, specifying the date on which the purchase is to be completed (the "Call Option Purchase Date"), which shall not, without the agreement of the Holder, be fewer than 10 days or more than 30 days after the receipt of such notice. (iii) The purchase price payable upon exercise of the Call Option shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory equal to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such aggregate number of Warrant Shares are to be issuedthen purchasable under this Warrant times excess of the Market Price over Warrant Price then in effect; provided, the address(es) that for purposes of such person(s) this Section 2.c. Warrant Price and the number of Warrant Shares shall be adjusted to be issued eliminate any prior adjustment pursuant to each person, if more than one is so specifiedSection 6.a. If and any adjustment pursuant to Section 6.d. below as a result of the adjustment pursuant to Section 6.a., and Market Price shall be adjusted to take into account any previous adjustment under Section 6.a. (iv) On the Call Option Purchase Date, (1) the Holder shall assign this Warrant Shares subscribed for are to be issued to person(s) the Company, without any representation or warranty other than that the WarrantholderHolder is conveying good and valid title thereto, the Warrantholder shall also complete the transfer formfree and clear of any lien, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1claim, encumbrance or restriction of any kind, and (2) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid pay the purchase price (determined under subsection (iii)) to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing Holder by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; certified or official bank check or wire transfer of immediately available funds, or (b) did not acquire delivery to the Warrants in Holder of shares of the United States or on behalf of, or for Company's Common Stock with an aggregate current market value (determined by multiplying the account or benefit of, a U.S. Person or a person in number of shares being delivered by the United StatesMarket Price) equal to the purchase price; (c) is not a U.S. Person provided that such shares of Common Stock have been registered under the Securities Act of 1933 and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, freely tradeable by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsholder without restriction. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agreement (Conmat Technologies Inc)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant Certificate may exercise the rights right thereby conferred on him to acquire all or any part of the Warrant purchase Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent during the Exercise Period at its office in Toronto, Ontario or New York City, New York or at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Warrant Agent): (i) the Warrant Certificate, with a duly completed and executed Subscription Form; and (ii) subject to exercise form of the registered holder or his executorsWarrants in accordance with Section 4.2, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, the United States payable to or to the order of the Company Warrant Agent in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and Subscription Form together, if applicable, with the payment of the Exercise Price aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at its office set forth above, or, if sent by mail or other means of transmissionovernight courier, upon actual receipt thereof by the Warrant AgentAgent at its principal office in Toronto, Ontario. (2b) Any exercise form subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) Person or Persons in whose name such Warrant or names the Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(sPerson or Persons; (iv) and the number of Warrant Common Shares to be issued to each person, Person if more than one Person is so specified. If any of , provided that the Warrant Warrantholder shall only be entitled to direct its entitlement to the Common Shares subscribed for in a manner permitted by applicable securities legislation; and (v) a completed transfer form if Common Shares are to be issued to person(s) someone other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4c) A Beneficial Owner who desires desires, and is permitted under this Warrant Indenture, to exercise his, her or its Uncertificated Warrants, must Warrants pursuant to the Book-Based System shall do so in accordance with the procedures established by causing CDS or DTC, as Depositories and the Corporation, from time to time. Such procedures shall initially be that a Beneficial Owner shall cause a Depository Participant to deliver to CDS either Depository (at its office in the City of Toronto, Ontariotheir office), on behalf of the such Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the such Beneficial Owner's ’s intention to exercise Warrants (and the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Price for the Common Shares being purchased. The Depository shall initiate the exercise of Warrants that is and forward in full the United States or that is a U.S. Person will first request the withdrawal Exercise Price of the Uncertificated Warrant(s) from Common Shares being purchased electronically through the Book-Entry Only Based System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise following receipt of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and which the Warrant Agent that shall execute the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System Depository the Warrant Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the exerciseBook-Based System. Any expense associated with the preparation and delivery of Exercise Notices will the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising the Warrants. (5d) By causing a Depository Participant to deliver the notice of intention to CDSexercise Warrants to the Depository, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Depository Participant to act as his, her or its such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (6e) Any notice which CDS of intention to exercise Warrants that the Depository determines to be incomplete, not in proper form or form, not duly executed shall or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Depository Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent Corporation to the Depository Participant or the Beneficial Owner. (7) Any . For greater certainty, any exercise referred of Warrants pursuant to in this Section 3.1 shall require that 4.1, subject to Section 4.2, must be accompanied by payment in full of the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription being purchased and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) f) A holder of Warrants may only be exercised pursuant to this Section 3.1 represented by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially an electronic position in the form endorsed on Book-Based System or the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered BEO System may submit an informational Subscription Form to the Warrant Agent at any time during Corporation via facsimile or email and upon the Warrant Agent's actual business hours on any Business Day prior to the Time Corporation’s receipt or deemed receipt of Expiry. Any exercise formsuch notice, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry such beneficial owner shall be deemed to have expired and become void and all rights with respect the holder of record of the Common Shares solely for purposes of Rule 200 under Commission Regulation SHO so long as such beneficial owner also causes its broker, bank or other nominee to such Warrants shall terminate and be cancelledsubmit a Subscription Form by way of an electronic notice through the Depository within one Trading Day of delivery of the informational Subscription Form.

Appears in 1 contract

Sources: Warrant Indenture (Energy Fuels Inc)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him or her to acquire all or any part one SVS Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his or her executors, administrators or other legal representative representatives or his or her or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant AgentAgent and the Corporation, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or draft, money order or wire transfer in lawful money of Canadathe United States of America, payable to or to the order of the Company Corporation in an amount equal to US$2.12 per Share (the Exercise Price Price”) multiplied by the number of Warrant SVS Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of SVS Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(sCertificate(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is duesurrendered). (3) If, at Such SVS Shares shall be issued in the time of exercise name of the Warrants, Holder. (4) In the event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (45) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (6) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Accredited Investors that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (7) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant SVS Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Beneficial Owner. (5) 8) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agency Agreement (Ayr Wellness Inc.)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant may exercise the rights thereby right conferred on him such holder to acquire all or any part of Common Shares by surrendering, after the Vesting Date and prior to the Expiry Time, to the Warrant Shares to which such Warrant entitles the holder, by surrendering Agency the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed forform. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price referred to in this Subsection 3.3(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Warrant AgentAgency. (2b) Any exercise form referred to in Section 3.1(1Subsection 3.3(a) shall be signed by the Warrantholder, Warrantholder and shall specify: (i) the person or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) persons in whose name or names such Warrant Common Shares are to be issued, ; (ii) the address(es) address or addresses of such person(spersons; and (iii) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Agency on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Agency on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3c) If, at In connection with the time exchange of Warrant Certificates and exercise of the Warrants, in accordance Warrants and compliance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirementssuch other terms and conditions hereof as may be required, the Company shall, on Corporation has appointed the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate principal office of the Participant Trustee in a manner acceptable Calgary, Alberta as the agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Trustee has accepted such appointment. The Corporation may from time to it. A time designate alternate or additional places as the Warrant Agency and shall give notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to Trustee of any change of the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsAgency. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Red Mile Entertainment Inc)

Method of Exercise of Warrants. (1a) The registered Subject to Section 3.1(b), the holder of any Warrant may during the Exercise Period exercise the rights right thereby conferred on him such holder to acquire all or any part of purchase the Warrant Shares Underlying Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate certificate representing such Warrants Warrant to the Warrant Agent Trustee at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario or at the principal office of the U.S. Agent in the Borough of Manhattan, City of New York, New York (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant AgentTrustee), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed set out on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable at par to or to the order of the Company Agnico-Eagle Mines Limited in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Underlying Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by, the Trustee. If the holder subscribes for a lesser number of Underlying Securities than the aggregate number of Underlying Securities then issuable pursuant to the exercise of the Warrants represented by the Warrant AgentCertificate surrendered, the holder shall be entitled to receive a further Warrant Certificate in respect of the Warrants represented by the Warrant Certificates that have not been exercised. Any such surrender for exercise shall be irrevocable. (2b) Notwithstanding any provision to the contrary contained in this Indenture, no U.S. Person or person holding such Warrant for the account of a U.S. Person shall exercise any Warrant at any time when no Registration Statement is effective. If no Registration Statement is effective, all Warrants held by U.S. Persons or persons holding such Warrants for the account of U.S. Persons shall immediately cease to be exercisable for so long as the Registration Statement is not effective and such Warrants are held by U.S. Persons or persons holding such Warrants for the account of U.S. Persons. If no Registration Statement is effective at any time when any Warrant is exercised, as a condition of the exercise of such Warrant the Company may require that the holder of such Warrant provide such evidence that it is not a U.S. Person or person holding such Warrant for the account of a U.S. Person as the Company shall reasonably request; provided that if the Company, acting reasonably, is not satisfied in such circumstance that the holder is not a U.S. Person or person holding such Warrant for the account of a U.S. Person, such Warrantholder shall be notified forthwith by the Trustee that such Warrantholder is entitled, at his or her option, to redeem his or her Warrant, in whole or in part, in accordance with Section 3.4. (c) Any exercise form referred to in Section 3.1(13.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Warrantholder and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) person or persons in whose name such Warrant Shares or names the Underlying Securities to be issued upon exercise are to be issuedregistered, the address(es) of such person(s) person's or persons' address or addresses and the number of Warrant Shares Underlying Securities to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for Underlying Securities issuable upon the exercise of Warrants by a holder are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures signature(s) set out in the exercise form referred to in Section 3.1(13.1(a) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program an Eligible Institution, and the Warrantholder shall pay to the Company or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Underlying Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent Trustee on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. No such Underlying Securities shall be issued to any U.S. Person at any time when the Registration Statement is not effective, and during such period such U.S. Person shall be entitled to the redemption right set out in Section 3.4. (3d) If, at the time of exercise Any Warrantholder may elect to make payment of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares Exercise Price pursuant to applicable Securities Laws or stock exchange requirementsSection 3.1(a) in Canadian dollars. In such an event, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from payable by such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered histhe Canadian dollar equivalent of the Exercise Price payable in Canadian dollars based on the Exchange Rate on the Business Day immediately preceding the date on which the relevant Warrant is exercised, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect rounded to the exercise and nearest tenth of a cent. At the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part request of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amendedTrustee, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered provide a certificate to the Warrant Agent at any time during Trustee setting out the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Dayapplicable Exchange Rate. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Agnico Eagle Mines LTD)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him him, her or it to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta her or it, together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his his, her or its executors, administrators or other legal representative representatives or his his, her or its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canadathe United States, payable to or to the order of the Company Corporation in an amount equal to U.S.$11.50 per Share, subject to adjustment pursuant to Article 4 or on a cashless basis at the election of the Holder (the “Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholdernumber of Shares which the Holder wishes to acquire (being not more than that number which he, she or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory it is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(sCertificate(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is duesurrendered). (3) IfAll holders will have the option to exercise the Warrants, at in whole or in part, on a cashless basis. If so elected by a holder, such holder shall, in lieu of making a cash payment on exercise, surrender his or her Warrants and receive that number of Shares equivalent to the time quotient obtained by multiplying (A) the number of Shares for which the Warrants would be exercised by (B) the difference between, if positive, (i) the VWAP of the Shares for the 20 Trading Days immediately prior to (but not including) the date of exercise of the WarrantsWarrants and (ii) the Exercise Price, and dividing such product by the VWAP for the 20 Trading Days immediately prior to (but not including) the date of exercise. If a holder elects cashless exercise, the Corporation shall provide the Warrant Agent with calculations in writing confirming the number of Shares to be issued in exchange for such Warrants and the Warrant Agent may rely solely on such calculations provided. (4) In the event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (45) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situated is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (6) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise PricePrice (unless such Book Entry Participant elects to exercise his or her Uncertificated Warrants on a cashless basis in accordance with Section 3.2(3), CDS which election shall be indicated in such notice delivered to the Depository), the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. Payment . (7) If exercising the Warrants on a cash exercise, payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expirythe Expiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing causing the issuance to CDS the Depository through the Book- Entry Only System book entry registration system of the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the beneficial owner. (5) 8) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agency Agreement (Bespoke Capital Acquisition Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryVancouver, Alberta British Columbia or Toronto, Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (FRANCO NEVADA Corp)

Method of Exercise of Warrants. (1) The registered holder These Warrants may be exercised by the delivery of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of this Certificate, along with the Warrant Shares to which such Warrant entitles Exercise Form attached hereto as Exhibit "A" duly executed by the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Company at its principal stock transfer offices in the City of Calgaryoffice, Alberta (or at such additional place or places as may be decided accompanied by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price for the number of shares of Common Stock specified. The Warrants may be exercised for less than the full number of shares of Common Stock called for hereby by delivery of this Certificate in the manner and at the place provided above, accompanied by payment for the number of shares of Common Stock being purchased. If the Warrants should be exercised in part only, the Company shall, upon surrender of this Certificate for cancellation, execute and deliver a new Certificate evidencing the right of the holder to purchase the balance of the shares purchasable hereunder. Upon receipt by the Company of this Certificate at the principal office of the Company, in proper form for exercise, accompanied by the full Exercise Price in cash or certified or bank cashier's check, the holder shall be deemed to be surrendered only the holder of record of the shares of Common Stock issuable upon personal delivery thereof such exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to orthe holder. As soon as practicable after the exercise of these Warrants in whole or in part and, if sent by mail or other means of transmissionin any event, upon actual receipt thereof by within ten days thereafter, the Warrant Agent. (2) Any exercise form referred Company at its expense will cause to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing issued in the form name of and manner satisfactory delivered to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and holder a certificate or certificates for the number of Warrant Shares to be issued to each person, if more than one is so specified. If any fully paid and nonassessable shares of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) Common Sock (and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates certificate representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4balance of any unexercised Warrants) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is holder shall be entitled pursuant to the upon such exercise. Any expense associated with Each certificate for shares of Common Stock so delivered shall be in such denominations as may be requested by the preparation holder and delivery of Exercise Notices will shall be for registered in the account name of the Beneficial Owner exercising holder or such other name as the Warrantsholder may designate. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Business Consultant Agreement (Vista Energy Resources Inc)

Method of Exercise of Warrants. (1a) The registered right to purchase Common Shares conferred by the Warrants may be exercised by the holder of any a Warrant may exercise by surrendering, after the rights thereby conferred on him Effective Date and prior to acquire all or any part of the Warrant Shares to which such Warrant entitles the holderExpiry Time, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgaryit, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), together with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with set out in Appendix 1 to Schedule A, and a certified cheque, bank draft or money order payable in lawful money of Canada, payable Canada to or to the order of the Company Corporation, or such other method of payment as the Warrant Agent in an its discretion may accept, in the amount equal to of the Exercise Price multiplied by the number of Warrant Shares for each Common Share subscribed for, to the Warrant Agent. A The Warrant Certificate with Certificate, the duly completed and executed aforementioned exercise form and payment of the aggregate Exercise Price shall be deemed to be duly surrendered pursuant to this subsection 3.1(a) only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) Any exercise form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, Warrantholder (or his its executors, or administrators or other legal representative representatives or his its or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need ) and shall specify: (i) the number of Common Shares which the holder wishes to purchase (being not be executed by CDS. Such exercise form shall specify more than those which the person(sholder is entitled to acquire pursuant to the Warrant Certificate or Warrant Certificates surrendered); (ii) the Person or Persons in whose name or names such Warrant Common Shares are to be issued, issued and registered; (iii) the address(es) address or addresses of such person(sPersons for registration and delivery; and (iv) and the number of Warrant Common Shares to be issued to each person, such Person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a Person or Persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation, or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent on behalf of the Company Corporation, the amount of such tax taxes or shall have established to the satisfaction of the Company Corporation that such tax has taxes have been paid or that no tax is taxes are due. (3c) If, at In connection with the time exchange or transfer of Warrant Certificates and exercise of the Warrants, in accordance Warrants and compliance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirementssuch other terms and conditions hereof as may be required, the Company shall, on Corporation has appointed the advice principal office of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation in Vancouver, British Columbia as the place at which Warrant Certificates may be surrendered for exchange or transfer and at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation, with the approval of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Systemmay designate another place for surrender, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States exchange or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantstransfer. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered Each Warrant may be exercised by the holder thereof at any time on or after the Date of Issue, but not after the Warrant Expiry Time, upon the terms and subject to the conditions set forth herein. (2) Subject to and upon compliance with the provisions of this Article, the holder of any Warrant Certificate may exercise the rights thereby conferred on him to acquire all or any part right of the Warrant Shares to which such Warrant entitles the holder, purchase therein provided for by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of Calgary, Alberta (Vancouver or at such additional place or places as may be decided designated by the Company from time to time with the approval of the Warrant Agent)Agent during normal business hours on a business day at that place before the Warrant Expiry Time, together with a the Warrant Exercise Form duly completed and executed exercise form of by the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying for the number of Warrant Shares which the holder desires to purchase and payment of the aggregate Exercise Price applicable at the time of the surrender calculated in accordance with the provisions of this Indenture. The aggregate Exercise Price for Shares subscribed for together with a under the Warrants shall be paid by certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to at par at the Exercise Price multiplied by city where the number Warrant Certificate is surrendered. Surrender of Warrant Shares subscribed for. A a Warrant Certificate with the Warrant Exercise Form duly completed and executed exercise form and payment of the aggregate Exercise Price will be deemed to have been effected, and Warrants shall be deemed to be surrendered have been exercised, only upon on personal delivery thereof to orto, or if sent by mail or other means of transmission, upon transmission on actual receipt thereof by by, the Warrant AgentAgent at one of the offices specified in this section. (23) Any exercise form referred to in Section 3.1(1) Every Warrant Exercise Form shall be signed by the Warrantholder, holder of Certificated Warrants who desires to exercise in whole or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in part the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form right of purchase therein provided for; shall specify the person(s) number of Shares that such holder wishes to purchase (being not more than he is entitled to purchase under the applicable Warrant Certificate), the person or persons in whose name or names the Shares which such Warrant Shares holder desires to purchase are to be issued, the address(es) of such person(s) issued and his or their address or addresses and the number of Warrant Shares to be issued to each such person, and if more than one is so specified. If any , the form shall have one of the boxes in the Warrant Shares subscribed for are to Exercise Form checked; and shall be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyCertificate. (4) A Beneficial Owner who desires Subject to and upon compliance with the terms of this Article, a beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system may exercise his, her or its Uncertificated Warrants, must do so the right of purchase by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise the Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of a Transaction Instruction confirming its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Systembook entry registration system, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSXand notwithstanding Section 3.1(2), shall constitute a representation to both the Company and the Warrant Agent electronically confirm only that the Beneficial Owner beneficial holder, at the time of exercise of such Warrants Warrants, (ai) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (cii) is not a U.S. Person and is not exercising such these Warrants on behalf of or for the account or benefit of a U.S. Person or person in the United States; and (iii) did not execute or deliver the subscription form in the United States. Each Warrant Certificate originally issued to a person, other than a U.S. Person, a person in the United States, or a person for the account or benefit of a U.S. Person or a person in the United States; and (d) did not execute , as well as all certificates issued in exchange for or deliver the notice in substitution of the owner's intention to exercise such Warrants in foregoing securities shall bear the United Statesfollowing legend: “THE WARRANTS REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the WarrantsTHE WARRANTS REPRESENTED HEREBY MAY NOT BE EXERCISED BY ANY U.S. PERSON, then such Warrants shall be withdrawn from the Book-Entry Only SystemBY ANY PERSON IN THE UNITED STATES OR BY ANY PERSON FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON OR A PERSON IN THE UNITED STATES. AS USED HEREIN, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1THE TERMS “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS ASCRIBED TO THEM IN REGULATION S UNDER THE US SECURITIES ACT.” (5) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expirythe Warrant Expiry Time. CDS The Depository will initiate the exercise by way of the Confirmation Transaction Instruction and will forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Shares to which the exercising Beneficial Owner Warrantholder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. (56) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such Book Entry Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (67) Any notice which CDS the Depository determines to be incomplete, not in proper form form, or not duly duly-executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's Warrantholder’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Book Entry Participant or the Beneficial OwnerWarrantholder. (78) Any exercise form or other Transaction Instruction referred to in this Section 3.1 shall be signed by the Registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise form need not be executed by the Depository. (9) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form or other Transaction Instruction executed by the Registered Warrantholder or the Confirmation from CDS Depository must be received by the Warrant Agent prior to the Time of ExpiryWarrant Expiry Time. (8) 10) Notwithstanding the foregoing in this Section 3.1, Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Registered Warrantholder, except the Depository or Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially applicable Warrant Exercise Form set out in the form endorsed on the Warrant CertificateSchedule “A” and Schedule “B”. (911) If the form of exercise form notice set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form notice to be forwarded to all registered Registered Warrantholders. (1012) Exercise forms, Exercise Notices notices and Confirmations Transaction Instructions must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day business day prior to the Time of ExpiryWarrant Expiry Time. Any exercise form, Exercise Notice notice or Confirmation Transaction Instruction received by the Warrant Agent after business hours on any Business Day business day other than the Time of Warrant Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Daybusiness day. (1113) Any Warrant with respect to which a Confirmation Transaction Instruction is not received by the Warrant Agent before the Warrant Expiry Time of on the Expiry Date shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled. (14) If any Shares subscribed for are to be issued to a person or persons other than the Warrantholder, the Warrantholder must pay to the Company or to the Warrant Agent on his behalf an amount equal to all applicable transfer taxes or other government charges, and the Company will not be required to issue or deliver any certificate evidencing any Shares unless or until that amount has been so paid or the Warrantholder has established to the satisfaction of the Company that the taxes and charges have been paid or that no taxes or charges are owing. (15) The Warrants and the Shares issuable upon exercise thereof have not been registered under the U.S. Securities Act or the securities law of any state of the United States, and the Warrants may not be exercised within the United States, or by, or for the account or benefit of, a U.S. Person or a person in the United States, unless the Shares are registered under the U.S. Securities Act and the securities laws of all applicable states of the United States, or an exemption from such registration requirements is available. No exercise of any Warrants shall be effective, and no certificate representing Shares shall be issued pursuant to the exercise of Warrants, unless the appropriate box on the Warrant Exercise Form is selected specifying one of the following: (a) the holder is not in the United States or a U.S. Person, is not exercising the Warrants on behalf of a U.S. Person or a person in the United States, and did not execute or deliver the Warrant Exercise Form in the United States; (b) the holder is an Original U.S. Purchaser that remains an Accredited Investor and is exercising the Warrants on its own behalf and not for the account or benefit of any other person in which case the holder shall, concurrent with exercise of the Warrants, provide a letter in substantially the form set out in Schedule “C” hereto; or (c) the holder is resident in the United States or is a U.S. Person and provides an opinion of counsel of recognized standing in form and substance satisfactory to the Company to the effect that registration under the U.S. Securities Act and applicable state securities laws is not required. The certificates representing any Shares issued in connection with the exercise of Warrants pursuant to clause (b) or (c) of this Section 3.1(15) shall bear the second legend set forth in Section 2.17(2) of this Indenture. No certificates for Shares shall be registered or delivered to an address in the United States unless the holder complies with clause (b) or (c) of this Section 3.1(15) .

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Primero Mining Corp)

Method of Exercise of Warrants. (1a) The registered Subject to subsection 3.1(d) and section 3.5, a holder of any Warrant Warrants may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry during regular business hours at its principal stock transfer offices in the City cities of Calgary, Alberta Vancouver or Toronto (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Subscription Form; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form Subscription Form and payment of the Warrant Exercise Price shall will be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) Any exercise form subscription referred to in Section 3.1(1subsection 3.1(a) shall will be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall will specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one person is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 3.1(a) and the signatures set out in the transfer form shall will be guaranteed by a Schedule I chartered bank, a major Canadian Schedule 1 chartered bank or a medallion signature guarantee from trust company, a member of the medallion guarantee program, a recognized member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Medallion Guarantee Program (MSP) and the Warrantholder shall will pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall will not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall will have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall will have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsection 3.1(a), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on may upon the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4d) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise The Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is may not be exercised in the United States or that is by or on behalf of a U.S. Person will first request Person, unless an exemption from registration is available under the withdrawal U.S. Securities Act and any applicable state securities laws and the Corporation has received an opinion of counsel to such effect in form and substance satisfactory to the Corporation; provided that a holder who is an institutional "accredited investor" that satisfies one of the Uncertificated Warrant(scriteria set forth in Rule 501(a)(1), (2), (3) from the Book-Entry Only System and request certificated Warrant(sor (7) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner Regulation D at the time of exercise of such Warrants this Warrant and that purchased units (a) is not "Units"), with each Unit comprised of one common share and one Warrant, in the United States; (b) did not acquire the Warrants Corporation's private placement of Units in the United States and to U.S. Persons will not be required to deliver an opinion of counsel in connection with the exercise of Warrants that are a part of those Units. (e) Unless otherwise required by United States federal or on behalf ofstate securities laws, or for the account or benefit of, only those certificates representing Common Shares originally issued to a U.S. Person or a person in the United States; (c) is not States or a U.S. Person and is not exercising such Warrants on behalf person for the account or benefit of a U.S. Person or a person in the United States; and (d) did not execute , as well as all certificates issued in exchange for or deliver the notice in substitution of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrantssecurities, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided will bear a legend to the appropriate office of following effect: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (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, (C) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF, AT ANY TIME THE COMPANY IS A "FOREIGN ISSUER" AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT, THESE SECURITIES ARE BEING SOLD IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT, A NEW CERTIFICATE BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE "GOOD DELIVERY," MAY BE OBTAINED FROM THE COMPANY'S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT." provided, that if, at the Participant time the Company is a "foreign issuer" as defined in a manner acceptable to it. A notice in form acceptable to the Participant and payment from Regulation S, such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof securities are being sold in accordance with the Beneficial Owner's instructions will not give rise requirements of Rule 904 of Regulation S, as referred to any obligations or liability on above, and in compliance with local laws and regulations, the part of legend may be removed by providing a declaration to the Company or Warrant Agent to and the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price Company's transfer agent for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholdersecurities, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on attached hereto as Schedule "B" (or as the Warrant Certificate. (9) If Company may prescribe from time to time); notwithstanding the exercise form set forth foregoing, the Company's transfer agent may impose additional requirements for the removal of legends from securities sold in accordance with Rule 904 of Regulation S in the Warrant Certificate shall have been amendedfuture; and provided further, that, if any of such securities are being sold pursuant to Rule 144 of the U.S. Securities Act, the Company shall cause the amended exercise form to legend may be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered removed by delivery to the Warrant Agent at any time during Company and the Warrant AgentCompany's actual business hours on any Business Day prior transfer agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Time Company to the effect that the legend is no longer required under applicable requirements of Expiry. Any exercise form, Exercise Notice the U.S. Securities Act or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Daystate securities laws. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Crosshair Exploration & Mining Corp)

Method of Exercise of Warrants. (1) The registered holder 3.2.1 Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant Certificate may exercise the rights right thereby conferred on him him, her or it to acquire all or any Warrant Shares (subject to adjustment pursuant to Article 4) in respect of each Warrant held during the applicable exercise period prescribed in Section 3.1 by delivering to the Warrant Agent (a) the exercise form forming part of the Warrant Shares to which such Warrant entitles (the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his his, her or its executors, administrators or other legal representative representatives or his his, her or its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably, and (b) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation or wire transfer of funds directed to the account specified in Schedule “C” of this Indenture in lawful money of the United States in an amount equal to (i) $[ ] per Warrant Share in respect of the Long-Term Warrants (the “Long-Term Warrant Exercise Price Price”) (subject to adjustment pursuant to Article 4) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form, or (ii) $[ ] per Warrant Share in respect of the Short-Term Warrants (the “Short-Term Warrant Exercise Price”) (subject to amendment or adjustment pursuant to Section 3.2.2 or Article 4) multiplied by the number of Warrant Shares subscribed for pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, delivered upon actual receipt thereof by the Warrant AgentAgent at the Warrant Agency by fax to ▇▇▇-▇▇▇-▇▇▇▇ and payment of the Exercise Price by certified cheque, bank draft on money order delivered to ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, MSJ 241 or by wire transfer to the account specified in Schedule “C” of this Indenture. Uncertificated Warrants shall be deemed to be surrendered upon receipt of the Exercise Form and aggregate Exercise Price upon actual receipt thereof by the Warrant Agent at the office referred to above. (2) 3.2.2 Subject to receipt of all regulatory approvals, if any, prior to the Short-Term Warrant Expiry Date, the Corporation may, at any time during the term of the Short-Term Warrants, with respect to all of the then outstanding Short-Term Warrants, reduce the then current Short-Form Warrant Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Corporation, in its sole discretion. Any exercise form referred such adjustment to in Section 3.1(1) the Short-Term Warrant Exercise Price shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory effective immediately upon written notice of such adjustment having been delivered to the Warrant Agent, but such exercise form need not . 3.2.3 The Exercise Form shall be executed by CDS. Such exercise form as set out in Section 3.2.1 and shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares that the Holder wishes to acquire (being not more than that number which he or she is entitled to acquire pursuant to the Warrants so surrendered). Such Warrant Shares shall be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at 3.2.4 In the time of exercise of the Warrants, event that a Holder has not exercised its Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Expiry Time. Such expiry shall be automatic with no requirement for notice or other formalities. 3.2.5 If the principal transfer office of the Warrant Shares pursuant Agent in the city where the Warrant Agency is situate is for any reason not available to applicable Securities Laws act in connection with the exchange of Warrant Certificates or stock exchange requirementsexercise of Warrants as contemplated by this Indenture, the Company shall, on the advice of counsel, endorse any certificates representing Corporation and the Warrant Shares Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such effect. The office to the Holders. 3.2.6 Each Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified held in writing a Global NCI Position may be exercised by the CompanyHolder thereof at any time on or after the date of issue of the Global NCI Position, but not after the Expiry Time, upon the terms and subject to the conditions set forth in this Section 3.2.6. (4a) A No Warrant represented by a Global NCI Position may be exercised unless, prior to such exercise, the holder of such Warrant shall have taken all other action necessary to exercise such Warrant in accordance with this Warrant Indenture and the Internal Procedures. Notwithstanding anything to the contrary contained herein and subject to the Internal Procedures in force from time to time, a Beneficial Owner of Warrants represented by a Global NCI Position who desires to exercise his, her or its Uncertificated Warrants, Warrants must do so by causing a Participant CDS or DTC participant, as applicable, to deliver to CDS (at its office in the City of Toronto, Ontario)or DTC, on behalf of the Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that in a Beneficial Owner holding Uncertificated Warrants that is in the United States manner acceptable to CDS or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)DTC. Forthwith upon receipt by CDS or DTC of such notice, as well as payment for in an amount equal to the product obtained by multiplying the Exercise PricePrice by the number of Warrant Shares subscribed for, CDS or DTC shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; NCI system. (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant CDS or DTC participant in a manner acceptable to it. A notice in a form acceptable to the Participant CDS or DTC participant and payment from such Beneficial Owner should be provided through to the Book-Entry Only System CDS or DTC participant sufficiently in advance so as to permit the Participant CDS or DTC participant to deliver notice and payment to CDS or DTC and for CDS or DTC in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS or DTC will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS or DTC through the Book- Entry Only System NCI system the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner exercising the WarrantsWarrants and/or the CDS or DTC participant exercising the Warrants on its behalf. (5c) By causing a Participant CDS or DTC participant to deliver to CDS or DTC a written notice of the Beneficial Owner’s intention to CDSexercise Warrants, a Warrantholder the Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant CDS or DTC participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6d) Any notice which of the Beneficial Owner’s intention to exercise Warrants that CDS or DTC determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant CDS or DTC participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Participant CDS participant, DTC participant or the Beneficial Owner. (7e) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the date on which the Warrants expire will be deemed to have been received by the Warrant Agent on the next following Business Day. The Confirmation (together with payment representing the Exercise Price for the Warrant Shares for which the Warrant is being exercised) in connection with any exercise by a Beneficial Owner must be received by the Warrant Agent prior to the Expiry Time. Any Warrant with respect to which a Confirmation (together with payment representing the Exercise Price for the Warrant Shares for which the Warrant is being exercised) is not received by the Warrant Agent before the Expiry Time shall be deemed to have expired and become void and all rights with respect to such Warrant shall terminate and be cancelled. 3.2.7 Any Exercise Form referred to in this Section 3.2 shall be signed by the registered Holder of the Warrants, or its executors or administrators or other legal representatives or an attorney of the Holder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such Exercise Form need not be executed by CDS or DTC. 3.2.8 Any exercise referred to in this Section 3.2 shall require that the entire Exercise Price for Warrant Shares subscribed must be paid within two business days of the time of subscription and such Exercise Price and original Exercise Form executed by the Holder or the Confirmation from CDS or DTC must be received by the Warrant Agent prior to the Expiry Time. 3.2.9 Warrants may only be exercised pursuant to this Section 3.2 by or on behalf of a Holder, as applicable, who makes the certifications set forth on the Exercise Form set out in Warrant Certificate or as provided herein. 3.2.10 If the form of Exercise Form set forth in the Warrant Certificate shall have been amended, the Corporation shall cause the amended Exercise Form to be forwarded to all Holders. 3.2.11 Exercise Forms must be delivered to the Warrant Agent at any time during the Warrant Agent’s actual business hours on any Business Day prior to the Expiry Time. Any Exercise Notice received by the Warrant Agent after business hours on any Business Day other than the Expiry Date will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any 3.2.12 If any of the Warrant Shares subscribed for are to be issued to a person or persons other than the Holder, the Holder shall execute the transfer form and will comply with respect to which a Confirmation is not received by such reasonable requirements as the Warrant Agent before may stipulate and will pay to the Time Corporation or the Warrant Agent on behalf of Expiry the Corporation, all applicable transfer or similar taxes and the Corporation will not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Holder shall have paid to the Corporation or the Warrant Agent on behalf of the Corporation, the amount of such tax or shall have established to the satisfaction of the Corporation and the Warrant Agent that such tax has been paid or that no tax is due. 3.2.13 If, at the time of exercise of any Warrant in accordance with this Indenture, there is no effective registration statement registering the Warrant Shares under the U.S. Securities Act, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder under the U.S Securities Act, then the Warrants may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be deemed entitled to have expired and become void and all rights with respect receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where: A = the last VWAP immediately preceding the time of delivery of the Exercise Form giving rise to the applicable “cashless exercise” (to clarify, the “last VWAP” will be the last VWAP as calculated over an entire Trading Day such Warrants that, in the event that a Warrant is exercised at a time when the Trading Market is open, the prior Trading Day’s VWAP shall terminate and be cancelled.used in this calculation); B = the Exercise Price of the Warrant, as adjusted hereunder (if any); and

Appears in 1 contract

Sources: Warrant Indenture (Dragonwave Inc)

Method of Exercise of Warrants. (1) The registered 4.1.1 Subject to subsection 4.1.2 the holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holdermay, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Expiry, exercise the right thereby conferred on him to acquire Common Shares by: (a) surrendering to the Trustee at its principal stock transfer offices office in either of the City cities of CalgaryVancouver, Alberta (British Columbia [or Toronto, Ontario] or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Trustee, a certificate or certificates representing one Warrant Agent)for each Common Share to be acquired, with a duly completed and executed exercise form or, if the Exchange Number has been adjusted as provided for in Article 5, that number of Warrants, which, when multiplied by the registered holder or his executorsExchange Number, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying equals the number of Warrant Common Shares subscribed for together with to be acquired; (b) delivering to the Trustee a certified cheque, cheque or recognized bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to for the Exercise Subscription Price multiplied by for the number of Warrant Common Shares subscribed for. A Warrant Certificate with to be acquired; and (c) delivering to the Trustee a duly completed and executed exercise form as attached to the Warrant Certificates, together with, if required by subsection 4.1.2 the opinion of counsel described therein, and payment of the Exercise Price Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant AgentTrustee at one of the offices specified in this subsection. (2) 4.1.2 The Common Shares issuable upon exercise of the Warrants have not been registered under the U.S. Securities Act or the securities laws of any state. The Warrants may not be exercised in the United States or by or for the account or benefit of, or for resale to, a U.S. person or a person in the United States, nor shall certificates for Common Shares be registered at or delivered to an address in the United States unless the Common Shares are registered under the U.S. Securities Act and all applicable state securities laws or exemptions from registration are available, and an opinion of counsel to such effect, addressed to the Company and the Trustee and satisfactory to the Company, is delivered in connection with the exercise, provided that a person who was an Original U.S. Purchaser of Special Warrants may exercise Warrants issued upon exercise of those Special Warrants without providing an opinion of counsel. 4.1.3 Any exercise form referred to in Section 3.1(1) subsection 4.1.1 shall be signed by the Warrantholder, Warrantholder or his executors, executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such Trustee. The exercise form need not included in the Warrant Certificate shall be executed by CDS. Such exercise form shall completed to specify the person(s) number of Common Shares to be acquired, the person or persons in whose name such Warrant or names the Common Shares are to be issued, the address(es) of such person(s) his or their address or addresses and the number of Warrant Common Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Common Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete pay to the Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the transfer form, substantially in of the form endorsed on Warrants or Common Shares. 4.1.4 Certificates representing Common Shares issuable upon exercise of Warrants bearing the Warrant Certificate. The signatures legend set out in subsection 2.3.3 shall also bear the exercise form referred to in Section 3.1(1) and the signatures legend set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is duesubsection 2.3. (3) 4.1.5 If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading remain additional restrictions on resale under applicable securities legislation on the Warrant Common Shares pursuant to applicable Securities Laws or stock exchange requirementsacquired, the Company shallCompany, may, on the advice of counsel, endorse any the certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercisethose restrictions. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Golden Queen Mining Co LTD)

Method of Exercise of Warrants. (1) 3.1.1 The registered holder of any Warrant may exercise the rights thereby right conferred on him such holder to acquire all or any part of Common Shares by surrendering, after the Issue Date and prior to the Expiry Time, to the Warrant Shares to which such Warrant entitles the holderAgency, by surrendering (i) the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent)Warrant, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Warrant Exercise Form; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for (ii) together with a certified cheque, bank draft or money order or bank draft, in lawful money of Canada, Canada payable to or to the order of the Company Corporation at par in the city where the Warrant Agency is located in an amount equal to the Exercise Price multiplied by the number of Warrant Common Shares subscribed for. In accordance with Section 2.14, if Warrants are exercised through CDS, the payment of such exercise will be done electronically by CDS to the Warrant Agent. The Warrant Agent will, within five (5) days, send such payment to the Corporation.‌‌‌ A Warrant Certificate with the duly completed and executed exercise form and payment of the Warrant Exercise Price Form referred to in this subsection 3.1.1 shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof at, in each case, the Warrant Agency, provided that such Warrant Certificate is accompanied by the requisite certified cheque, bank draft or money order payable to the Corporation in the amount of the aggregate Exercise Price for the Warrants represented thereby that are being exercised.‌ 3.1.2 Any Warrant Agent. (2) Any exercise form Exercise Form referred to in Section 3.1(1) subsection 3.1.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (a) the form and manner satisfactory number of Common Shares which the holder wishes to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (b) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued; (c) the address or addresses of such person or persons; (d) if an individual, the address(es) social insurance number of such person(sperson or persons; and (e) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) and registered in the name or names of a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Agency on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Corporation, or the Warrant Agent Agency on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, at 3.1.3 In connection with the time exchange of Warrant Certificates and exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the WarrantsCorporation has appointed the principal offices of the Warrant Agent in Toronto as the Warrant Agency at which Warrant Certificates may be surrendered for exchange, in accordance transfer or repurchase or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may from time to time designate alternate or additional places as a Warrant Agency upon notice to and consent of the Warrant Agent of any change of any Warrant Agency. The Corporation shall give notice to Warrantholders of any change of a Warrant Agency. 3.1.4 Subject to and upon compliance with the provisions terms of Section 3.1(1)Article 3, there are any trading restrictions on a beneficial holder of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, book entry registration system may exercise the Company shall, on the advice right of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so purchase by causing a Book Entry Only Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise the Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation an NCI Letter of Instruction confirming its intention to exercise Warrants (the "Confirmation") in a manner reasonably acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. book entry registration system. 3.1.5 Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expirythe Expiry Time. CDS The Depository will initiate the exercise by way of the Confirmation NCI Letter of Instruction and will forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Common Shares to which the exercising Beneficial Owner Warrantholder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Only Participant exercising the Warrants on its behalf. (5) 3.1.6 By causing a Book Entry Only Participant to deliver notice to CDSthe Depository, a Warrantholder shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such Book Entry Only Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) 3.1.7 Any notice which CDS the Depository determines to be incomplete, not in proper form form, or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Book Entry Only Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's Warrant holder’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Book Entry Only Participant or the Beneficial OwnerWarrantholder. (7) 3.1.8 Any exercise form or other NCI Letter of Instruction referred to in Article 3 shall be signed by the registered Warrantholder, or its executors or administrators or other legal representatives or an attorney of the registered Warrantholder, duly appointed by an instrument in writing satisfactory to the Warrant Agent but such exercise form need not be executed by the Depository. 3.1.9 Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form or other NCI Letter of Instruction executed by the Registered registered Warrantholder or the Confirmation from CDS Depository must be received by the Warrant Agent prior to the Time of ExpiryExpiry Time. 3.1.10 A beneficial owner of Warrants issued in non-certificated form who desires to exercise his or her Warrants must do so by causing a CDS participant to deliver to the Depository on behalf of the entitlement holder, notice of the owner’s intention to exercise Warrants in a manner acceptable to the Depository. Forthwith upon receipt by the Depository of such notice, as well as payment for the Exercise Price, the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants in a manner acceptable to the Warrant Agent, including by electronic means through the book based registration system. An electronic exercise of the Warrants initiated by the CDS participant through the book based registration system shall constitute a representation to both the Company and the Warrant Agent that the beneficial owner at the time of exercise of such Warrants (8) i) is not in the United States; (ii) is not a U.S. Person and is not exercising such Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a WarrantholderU.S. Person or a Person in the United States; and (iii) did not execute or deliver the notice of the owner’s intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, as applicable, who makes then such Warrants shall be removed from the certifications set forth on book based registration system and an individually registered Warrant Certificate shall be issued to such beneficial owner or CDS participant and the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form procedures set forth in Section 3.1 shall be followed. Any expense associated with the preparation and delivery of Warrant Certificate shall have been amended, Certificates and/or Warrant subscription forms will be for the Company shall cause account of the amended exercise form to be forwarded to all registered Warrantholdersbeneficial owner exercising such Warrants. (10) Exercise forms3.1.11 It is understood and agreed by the parties hereto that, Exercise Notices and Confirmations must be delivered to unless the Warrant Agent at any time during is otherwise in a position to perform electronic exercises, in every instance where Warrants held in an electronic position through the Depository are to be exercised, in whole or in part, such Warrants being exercised shall not be certificated, and it shall be sufficient for the Warrant Agent's actual business hours on any Business Day prior Agent to exercise such Warrants upon receiving either the Time attached exercise form executed by the Depository or an NCI Letter of Expiry. Any exercise form, Exercise Notice or Confirmation received Instruction in a form agreed upon by the Warrant Agent after business hours on any Business Day and the Depository, or such other than form that they may require from time to time along with a certified cheque, bank draft or money order payable to the Time Corporation in lawful money of Expiry will be deemed Canada payable to have been received or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by the Warrant Agent on the next following Business Daynumber of shares being purchased. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counselCounsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Book-Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Participant to act as his, her or its his exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Lowell Farms Inc.)

Method of Exercise of Warrants. (1a) The registered Subject to subsection 3.1(d) and section 3.5, a holder of any Warrant Warrants may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry during regular business hours at its principal stock transfer offices in the City city of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Subscription Form; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form Subscription Form and payment of the Warrant Exercise Price shall will be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) Any exercise form subscription referred to in Section 3.1(1subsection 3.1(a) shall will be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall will specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one person is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 3.1(a) and the signatures set out in the transfer form shall will be guaranteed by a Canadian Schedule 1 chartered bank or a medallion eligible guarantor institution with membership in an approved signature guarantee from a member of a recognized Signature Medallion Guarantee Program medallion program and the Warrantholder shall will pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall will not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall will have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall will have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsection 3.1(a), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on may upon the advice of counsel, counsel endorse any certificates representing the Warrant Shares Subject Securities to such effect. The . (d) Warrants may not be exercised and the Subject Securities to be delivered upon such exercise may not be issued or delivered unless: (i) the Warrants are exercised outside the United States and not by or on behalf of any U.S. Persons, the holder makes the representations set forth in box 1 of the Subscription Form, and the Subject Securities are not requested to be delivered and are not delivered to any address in the United States; (ii) the Warrants are exercised by the original holder of a Warrant Certificate impressed with the legend set forth in subsection 2.2(c) and the holder makes the representations set forth in box 3 of the Subscription Form; or (iii) the holder delivers an opinion of counsel to the effect that the exercise of the Warrants by the holder and the issuance of Subject Securities to be delivered upon exercise thereof are not subject to the registration requirements of the 1933 Act or the securities laws of any state of the United States, and the Company has provided written confirmation to the Warrant Agent to the effect that such opinion is entitled in form and substance satisfactory to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4e) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in Certificates representing Subject Securities issued upon the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation pursuant to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants subsections 3.1(d)(ii) or (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1iii) shall be followed. Payment representing bear the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.legends:

Appears in 1 contract

Sources: Warrant Indenture (MIGENIX Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryMontréal, Alberta Québec (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The , and the signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of TorontoMontréal, OntarioQuébec), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Book-Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Participant to act as his, her or its his exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him or her to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his or her executors, administrators or other legal representative representatives or his or her or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially acting reasonably; and (ii) except in the form endorsed on the Warrant Certificate specifying the number respect of Warrant Shares subscribed for together a “cashless” exercise in accordance with Section 3.2(3) or Section 3.2(4) of this Agreement, a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to U.S.$11.50 per Share (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) IfSubject to Section 3.2(4), at the election of the Holder, the Warrants may be exercised on a cashless basis, except if otherwise determined by the Board of Directors at or prior to the time of completion of a Qualifying Transaction. If so elected, such Holder may, in lieu of making a cash payment on exercise, surrender his or her Warrants and receive that number of Shares equivalent to the quotient obtained by multiplying (A) the number of Shares for which the Warrants would be exercised by (B) the difference, if positive, between (i) the VWAP of the Shares for the 20 Trading Days immediately prior to (but not including) the date of exercise of the Warrants and (ii) the Exercise Price, and dividing such product by the VWAP for the 20 Trading Days immediately prior to (but not including) the date of exercise (if the difference would be zero or negative, no Shares shall be issuable). Upon receiving notice from the Warrant Agent of receipt by the Warrant Agent of an Exercise Form indicating an election for cashless exercise, the Corporation shall provide the Warrant Agent with calculations in writing confirming the number of Shares to be issued in exchange for such Warrants. (4) Notwithstanding Section 3.2(3), if the Corporation elects to accelerate the Expiry Date of the Warrants in accordance with Section 3.3, the Board of Directors will have the option to require all holders that wish to exercise the Warrants to do so, in whole or in part, at the discretion of the Board of Directors, on a cashless basis in accordance with Section 3.2(3). Upon acceleration of the Expiry Date, if the Board of Directors elects a cashless exercise, the Corporation shall provide the Warrant Agent with calculations in writing confirming the number of Shares to be issued in exchange for such Warrants. (5) In the event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (46) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (7) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise PricePrice (unless such Book Entry Participant elects to exercise his or her Uncertificated Warrants on a cashless basis in accordance with Section 3.2(3), CDS which election shall be indicated in such notice delivered to the Depository), the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention . The Confirmation shall also indicate an election to exercise such Warrants in the United Stateson a cashless basis, if applicable. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (8) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the Beneficial Owner. (59) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agency Agreement

Method of Exercise of Warrants. (1a) The registered Subject to Section 4.8, the holder of any Warrant Certificate may exercise the rights right thereby conferred on him to acquire all or any part of the Warrant purchase Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent during the Exercise Period at its office in Toronto, Ontario or at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Warrant Agent): (i) the Warrant Certificate, with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Subscription Form; and (ii) a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the CIBC Mellon Trust Company in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and Subscription Form together with the payment of the Exercise Price aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at its office set forth above, or, if sent by mail or other means of transmissionovernight courier, upon actual receipt thereof by the Warrant AgentAgent at its principal office in Toronto, Ontario. (2b) Any exercise form subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) Person or Persons in whose name such Warrant or names the Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(sPerson or Persons; (iv) and the number of Warrant Common Shares to be issued to each person, Person if more than one Person is so specified. If any of , provided that the Warrant Warrantholder shall only be entitled to direct its entitlement to the Common Shares subscribed for in a manner permitted by applicable securities legislation; and (v) a completed transfer form if Common Shares are to be issued to person(s) someone other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) IfA Beneficial Owner, at other than a U.S. Person, who desires to exercise Warrants pursuant to the time of exercise of the Warrants, Book-Based System shall do so in accordance with the provisions of Section 3.1(1)procedures established by CDS and the Corporation, there are any trading restrictions on the Warrant Shares pursuant from time to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effecttime. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Such procedures shall initially be that a Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing shall cause a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the such Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the such Beneficial Owner's ’s intention to exercise Warrants (and the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Price for the Common Shares being purchased. CDS shall initiate the exercise of Warrants that is and forward in full the United States or that is a U.S. Person will first request the withdrawal Exercise Price of the Uncertificated Warrant(s) from Common Shares being purchased electronically through the Book-Entry Only Based System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise following receipt of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and which the Warrant Agent that shall execute the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the exerciseBook-Based System. Any expense associated with the preparation and delivery of Exercise Notices will the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising the Warrants. (5d) By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS pursuant to Section 4.1(c), a Beneficial Owner shall be deemed to not be a U.S. Person. (e) By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such CDS Participant to act as his, her or its such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (6f) Any notice which of intention to exercise Warrants that CDS determines to be incomplete, not in proper form or form, not duly executed shall or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent Corporation to the CDS Participant or the Beneficial Owner. (7) Any . For greater certainty, any exercise referred of Warrants pursuant to in this Section 3.1 shall require that 4.1 must be accompanied by payment in full of the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription being purchased and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Energy Fuels Inc)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant may exercise the rights thereby right conferred on him such holder to acquire all or any part of the Warrant Common Shares to which (as evidenced by such Warrant entitles the holder, Warrant) by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time the Warrant Agency, prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryTime, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), Certificate with a duly completed and executed exercise form form, accompanied by the purchase price for the Common Shares (at the rate of $5.00 per Common Share) in the capital of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares Corporation subscribed for together with a certified chequeeither in bank draft, bank draft or money order in lawful money of Canada, or by certified cheque payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed forAgent. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price referred to in this subsection 3.1(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant AgentAgent at the Warrant Agency. (2b) Any exercise form referred to in Section 3.1(1subsection 3.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder wishes to acquire (being not more than the number of Common Shares which the holder is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(sperson or persons; and (iv) and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have has paid to the Company Corporation, or the Warrant Agent on behalf of the Company Corporation, the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3c) If, at In connection with the time exchange of Warrant Certificates and the exercise of Warrants and compliance with such other terms and conditions hereof as may be required, the WarrantsCorporation has appointed the offices of the Warrant Agent located at The Richmond Adelaide Centre, in accordance ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ as the agency at which Warrant Certificates may be surrendered for exchange or at which Warrants may be exercised and the Warrant Agent has accepted such appointment. The Corporation may, from time to time with the provisions prior approval of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws Agent, designate alternate or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing additional places as the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written Agency and shall give notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to any change of the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsAgency. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Champion Communication Services Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices in the City cities of CalgaryToronto, Alberta Ontario, Vancouver and British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule "A" attached hereto specifying the number of Warrant Common Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Wheaton River Minerals LTD)

Method of Exercise of Warrants. (1) The Subject to Section 4.8, upon and subject to the provisions hereof, the registered holder of any Warrant may exercise the rights thereby conferred on him to acquire purchase all or any part of the Warrant Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional any other place or places as that may be decided designated by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form notice of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Common Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company at par in Toronto, Ontario in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and notice together with the payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) No Warrant represented by an Uncertificated Warrant may be exercised unless, prior to such exercise, the Warrantholder of such Warrant shall have taken all other action necessary to exercise such Warrant in accordance with this Indenture and the Internal Procedures. Notwithstanding anything to the contrary contained herein and subject to the Internal Procedures in force from time to time, a Beneficial Owner whose Warrants are represented by an Uncertificated Warrant who desires to exercise his or her Warrants must do so by causing a CDS Participant to deliver to CDS, on behalf of the Beneficial Owner, a written notice of the Beneficial Owner’s intention to exercise Warrants in a manner acceptable to CDS. Forthwith upon receipt by CDS of such notice, as well as payment in an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for, CDS shall deliver to the Warrant Agent a Confirmation. (3) Payment by a Beneficial Owner representing an amount equal to the product obtained by multiplying the Exercise Price by the number of Common Shares subscribed for must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. CDS will initiate the exercise by way of the Confirmation and forward the Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the non- certified inventory system administered by CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the exercise form process will be for the account of the Beneficial Owner exercising the Warrants and/or the CDS Participant exercising the Warrants on its behalf. (4) Notwithstanding any provisions of this Warrant Indenture, a beneficial owner may exercise his Warrants or take any actions under this Warrant Indenture in accordance with the rules and procedures of CDS. (5) Any subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Common Shares are to be issued, the address(es) of such person(s) and the number of Warrant Common Shares to be issued to each person, if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a major Canadian Schedule 1 chartered bank bank, or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (36) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Common Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counselCounsel, endorse any certificates representing the Warrant Common Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1a) The registered Subject to subsection 3.1(d) and section 3.5, a holder of any Warrant Warrants may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry during regular business hours at its principal stock transfer offices in the City city of CalgaryVancouver, Alberta British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Subscription Form; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form Subscription Form and payment of the Warrant Exercise Price shall will be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) Any exercise form subscription referred to in Section 3.1(1subsection 3.1(a) shall will be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall will specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one person is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 3.1(a) and the signatures set out in the transfer form shall will be guaranteed by a Canadian Schedule 1 chartered bank or a medallion eligible guarantor institution with membership in an approved signature guarantee from a member of a recognized Signature Medallion Guarantee Program medallion program and the Warrantholder shall will pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall will not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall will have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall will have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsection 3.1(a), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on may upon the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The . (d) Warrants may not be exercised and the Subject Securities to be delivered upon such exercise may not be issued or delivered unless: (i) the Warrants are exercised outside the United States and not by or on behalf of any U.S. Persons, the holder makes the representations set forth in box 1 of the Subscription Form, and the Subject Securities are not requested to be delivered and are not delivered to any address in the United States; (ii) the Warrants are exercised by the original holder of a Warrant Certificate impressed with the legend set forth in subsection 2.2(c) and the holder makes the representations set forth in box 3 of the Subscription Form; or (iii) the holder delivers an opinion of counsel to the effect that the exercise of the Warrants by the holder and the issuance of Subject Securities to be delivered upon exercise thereof are not subject to the registration requirements of the 1933 Act or the securities laws of any state of the United States, and the Company has provided written confirmation to the Warrant Agent to the effect that such opinion is entitled in form and substance satisfactory to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4e) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in Certificates representing Subject Securities issued upon the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation pursuant to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants subsections 3.1(d)(ii) or (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1iii) shall be followed. Payment representing bear the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.legends:

Appears in 1 contract

Sources: Warrant Indenture (MIGENIX Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may Warrants may, during the Exercise Period, exercise the rights right thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Trustee at its principal stock transfer offices office in the City Cities of CalgaryVancouver or Toronto, Alberta (or at such additional any other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Trustee, or to the Co-transfer Agent at its principal transfer office designated by the Corporation, a Warrant Agent)Certificate or Warrant Certificates representing the Warrants held by such holder that are to be exercised, with together with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form set out in Appendix ”A” to Schedule “A” hereto; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, the United States payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price The Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant Trustee or the Co-transfer Agent at the office specified in this section. Any such exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee or the Co-transfer Agent, be required to ensure compliance with all applicable securities legislation. (2) Any exercise form referred delivered pursuant to in Section 3.1(1subsection 4.2(1) shall be signed by the Warrantholder or the Warrantholder, or his executors, ’s executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Trustee or the Co-transfer Agent, but such as the case may be. The exercise form need not be executed by CDS. Such exercise form attached to the Warrant Certificate shall specify the person(s) number of Warrants being exercised, the person or persons in whose name such Warrant or names the Shares to be issued upon exercise are to be issued, the address(es) of such person(s) person’s or persons’ address or addresses and the number of Warrant Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the Warrant Agent all applicable transfer or similar taxes of the Shares and the Company shall Corporation will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company Corporation that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), Warrants there are any trading remain restrictions on the Warrant Shares pursuant to resale under applicable Securities Laws or stock exchange requirementson the Shares acquired, the Company shallCorporation may, on the advice of counsel, endorse any the certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise and Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercisethose restrictions. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Vista Gold Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices in the City cities of CalgaryToronto, Alberta Ontario or Vancouver, British Columbia (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with (i) a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule "A" attached hereto specifying the number of Warrant Common Shares subscribed for together with for; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank bank, a Canadian trust company or by a medallion signature guarantee guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Wheaton River Minerals LTD)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him or her to acquire all or any part one Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him or her, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his or her executors, administrators or other legal representative representatives or his or her or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant AgentAgent and the Corporation, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or draft, money order or wire transfer in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to C$0.14 per Share (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(13.2(1) and shall be signed by specify the Warrantholder, number of Shares which the Holder wishes to acquire (being not more than that number which he or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory she is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(sCertificate(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is duesurrendered). (3) If, at Such Shares shall be issued in the time of exercise name of the Warrants, Holder. (4) In the event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (45) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (6) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic If there is no effective registration statement covering the exercise of the Warrants initiated by with the Beneficial Owner through a Book-Entry Only SystemSEC, including CDSX, shall constitute a representation such Confirmation from the Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (c) will not offer or sell Shares to a U.S. Person or for the account or benefit of a U.S. Person (other than a distributor (as defined in Rule 902 of Regulation S under the U.S. Securities Act); (d) did agrees not execute or deliver to engage in hedging transactions with regard to such securities unless in compliance with the notice U.S. Securities Act; and (e) understands that the Corporation will refuse to register any transfer of the owner's intention Shares if not made in accordance with Regulation S, pursuant to exercise such Warrants in registration under the United StatesU.S. Securities Act or pursuant to an exemption from registration. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Accredited Investors that acquired Warrants pursuant to the Arrangement, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (7) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the beneficial owner. (5) 8) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agency Agreement (Cannabist Co Holdings Inc.)

Method of Exercise of Warrants. (1a) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Certificated Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Common Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the "Exercise Form") duly completed and executed exercise form of by the registered holder Holder or his / her / its executors, administrators or other legal representative representatives or his / her / its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $1.00 per Common Share (the "Exercise Price Price") multiplied by the number of Warrant Common Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2b) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by executed as set out in subsection 3.2(a) and shall specify the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in number of Common Shares which the form and manner satisfactory Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Common Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3c) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his / her / its Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4d) A Beneficial Owner who desires The Warrants and the Underlying Securities have not been and will not be registered under the U.S. Securities Act and applicable state securities laws, and the Corporation has no current intention to exercise hiseffect such registration. Accordingly, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at notwithstanding any time prior other provision hereof to the Time of Expirycontrary, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only Systemmay not be distributed, including CDSXissued, shall constitute a representation exercised or transferred to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and States unless an exemption from such registration requirements is available. (de) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise principal transfer office of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and in the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to city where the Warrant Agent prior Agency is situate is for any reason not available to Time act in connection with the exchange of Expiry. CDS will initiate Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Corporation and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be shall arrange for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed another office in such Participant city to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such exerciseoffice to the Holders. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9f) If the exercise form of Exercise Notice set forth in the Warrant Certificate shall have been amended, the Company Corporation shall cause the amended exercise form Exercise Notice to be forwarded to all registered WarrantholdersHolders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1subsection 4.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1subsection 4.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (b) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(1) or (4), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Book- Based System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) . By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (Tilray, Inc.)

Method of Exercise of Warrants. (1a) The registered Subject to Section 3.1(b), the holder of any Warrant may during the Exercise Period exercise the rights right thereby conferred on him such holder to acquire all or any part of purchase the Warrant Shares Underlying Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate certificate representing such Warrants Warrant to the Warrant Agent Trustee at any time prior to during the Time of Expiry Exercise Period at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario or at the principal office of the U.S. Agent in the City of Golden, Colorado (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant AgentTrustee), with with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed set out on the Warrant Certificate specifying and a Warrant Exercise Certification if no Registration Statement is available (in the number of Warrant Shares subscribed for together with form attached hereto as Schedule B); and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable at par to or to the order of the Company Gryphon Gold Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Underlying Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by, the Trustee. If the holder subscribes for a lesser number of Underlying Securities than the aggregate number of Underlying Securities then issuable pursuant to the exercise of the Warrants represented by the Warrant AgentCertificate surrendered, the holder shall be entitled to receive a further Warrant Certificate in respect of the Warrants represented by the Warrant Certificates that have not been exercised. Any such surrender for exercise shall be irrevocable. (b) Notwithstanding any provision to the contrary contained in this Indenture, if the Company advises the Trustee in writing that the issuance of Common Shares upon the exercise of Warrants requires the maintenance of an effective Registration Statement, with respect to such Shares under the 1933 Act, in no event shall such Common Shares be issued unless the Common Shares are registered under the 1933 Act pursuant to an effective Registration Statement and the Company causes to be delivered to the holder a U.S. Prospectus; provided, however, that if the Registration Statement ceases to be effective, prior to the Expiry Time and for so long as the Registration Statement is not effective, subject to applicable law, a holder of any Warrant may only exercise the right to purchase Underlying Securities in the circumstances noted below: (i) exercise such Warrants, if the holder is not a U.S. Purchaser and the holder delivers a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) certifying that the holder: (A)(1) is not in the United States; (2) is not a U.S. Person and is not exercising the Warrants for, or on behalf or benefit of, a U.S. Person or person in the United States; (3) did not execute or deliver the Warrant Exercise Form in the United States; (4) agrees not to engage in hedging transactions with regard to the Securities prior to the expiration of the one-year distribution compliance period set forth in Rule 903(b)(3) of Regulation S; (5) acknowledges that the Common Shares issuable upon exercise of the Warrants are "restricted securities" as defined in Rule 144 of the 1933 Act and upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares will bear a restrictive legend; and (6) acknowledges that the Company shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (B) neither the Corporation nor the holder has engaged in any "directed selling efforts" (as defined in Regulation S) in the United States; or (ii) exercise such Warrants in a transaction that does not require registration under the 1933 Act or any applicable U.S. state laws and regulations and the holder has (A) delivered a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) certifying that the holder is exercising the Warrants pursuant to such exemptions and (B) furnished to the Company, prior to such exercise, an opinion of counsel of recognized standing in form and substance satisfactory to the Company to such effect; or (iii) if (A) the Current Market Price of one Common Share is greater than the Exercise Price (at the date of calculation as set forth below) and (B) a Registration Statement is not then effective, in lieu of exercising the Warrants by payment of cash, a holder may exercise such Warrants to receive the number of Common Shares determined in accordance with the formula set out below (and no more) by surrendering the certificate representing such Warrant to the company at its principal office with a copy to the trustee at its principal office in the City of Toronto, Ontario or at the principal office of the U.S. Agent in the City of Golden, Colorado (or at such additional place or places as may be decided by the Company from time to time with the approval of the Trustee), with a duly completed and executed Warrant Exercise Certification (in the form attached hereto as Schedule B) electing to exercise the Warrant without payment of the Exercise Price in cash (also referred to as a "cashless" exercise). Upon such election, the Company shall issue to the holder a number of Common Shares computed using the following formula: X = Y (B-A) ------- B Where X = the number of Common Shares to be issued to the holder. Y = the number of Common Shares purchasable upon exercise of all of the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised. A = the Exercise Price. B = the Current Market Price of one Common Share. The Company shall deliver to the Trustee a certificate setting out the calculation of the number of Common Shares to be issued to any holder within three(3) Business Days of a "cashless" exercise pursuant to this Section 3.1(b)(iii). No fractional shares shall be issued. If the holder exercises the right provided for in this Section 3.1(b)(iii) in respect of a lesser number of Warrants than the aggregate number of Warrants represented by the Warrant Certificate surrendered, the holder shall be entitled to receive a further Warrant Certificate in respect of the Warrants represented by the Warrant Certificates that have not been exercised. Any such surrender for cashless exercise shall be irrevocable. (c) Unless the Warrant is exercised pursuant to an effective Registration Statement or under the conditions set forth in Section 3.1(b)(iii), the certificate representing the Common Shares is issued upon exercise of the Warrant will bear legends restricting the transfer without registration under the U.S. Securities Act and applicable state securities laws and restricting transfer under the Toronto Stock Exchange, substantially in the form set forth below: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY, (II) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (III) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, OR (IV) IN COMPLIANCE WITH ANOTHER EXEMPTION FROM REGISTRATION, IN EACH CASE AFTER PROVIDING A LEGAL OPINION OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER MAY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE ("TSX"); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLMENT OF TRANSACTIONS ON TSX. (d) If any Common Shares issuable upon the exercise of Warrants require the maintenance of a current Registration Statement, with respect to such Shares under the 1933 Act, the Company shall have the authority to suspend the exercise of any or all Warrants while such registration statement is not current. Similarly, a Holder residing in a state where a required registration or governmental approval of issuance of the Shares is not in effect as of or has not been obtained within a reasonable time after the surrender date of the Warrant Certificate for exercise shall not be entitled to exercise Warrants, unless in the opinion of counsel to the Company such registration or approval in such state shall not be required or the Company otherwise authorizes the issuance. In such event, the Warrant Holder shall be entitled to transfer the Warrants to others, but only prior to the Expiration Date for the Warrants being transferred. If no Registration Statement is effective at any time when any Warrant is exercised, such Warrantholder shall be notified forthwith by the Trustee that such Warrantholder is entitled, at his or her option, to exercise the Warrant only in accordance with the conditions set forth in Sections 3.1(b)(i)-(iii) and upon delivery of a Warrant Exercise Certification (in the form attached hereto as Schedule B) to the Trustee and the Company. (e) Any exercise form referred to in Section 3.1(13.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form Warrantholder and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) person or persons in whose name such Warrant Shares or names the Underlying Securities to be issued upon exercise are to be issuedregistered, the address(es) of such person(s) person's or persons' address or addresses and the number of Warrant Shares Underlying Securities to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for Underlying Securities issuable upon the exercise of Warrants by a holder are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures signature(s) set out in the exercise form referred to in Section 3.1(13.1(a) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program an Eligible Institution, and the Warrantholder shall pay to the Company or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Underlying Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent Trustee on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3f) IfAny Warrantholder may elect to make payment of the Exercise Price pursuant to Section 3.1(a) in United States dollars. In such an event, at the time Exercise Price payable by such Warrantholder shall be the United States dollar equivalent of the Exercise Price payable in United States dollars based on the Exchange Rate on the Business Day immediately preceding the date on which the relevant Warrant is exercised, rounded to the nearest tenth of a cent. At the request of the Trustee, the Company shall provide a certificate to the Trustee setting out the applicable Exchange Rate. (g) Notwithstanding that the Company may not have maintained a current Registration Statement in respect of Shares under the 1933 Act, no Warrantholder (whether a U.S. Purchaser or otherwise) shall have any right to receive, and the Company shall be under no obligation to pay to any Warrantholder (whether a U.S. Purchaser or otherwise), any cash amount or other consideration or compensation upon exercise of the Warrants, in accordance with the provisions of Section 3.1(1)other than as expressly provided by this Indenture, there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, and the Company shall, on the advice of counsel, endorse shall not be under any certificates representing the Warrant Shares obligation to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless redeem or otherwise notified purchase any Warrants in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice")circumstance; provided, however, that a Beneficial Owner holding Uncertificated Warrants that is nothing in the United States this clause shall limit or that is a U.S. Person will first request the withdrawal restrict any remedies of the Uncertificated Warrant(s) from Trustee or any Warrantholder or Warrantholders in respect of a breach by the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS Company of such noticea representation, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agentwarranty or covenant hereunder, including by electronic means through without limitation the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth covenant in Section 3.1(14.1(i) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsthis Indenture. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Gryphon Gold Corp)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Common Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices Warrant Agency the Warrant Certificate(s) held by him, together with (a) the exercise form substantially in the City form of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval that forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his executors, administrators or other legal representative representatives or his or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (b) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $1.50 per Common Share (the Exercise Price Price”) multiplied by the number of Warrant Common Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by executed as set out in Subsection 3.2(1) and shall specify the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in number of Common Shares which the form and manner satisfactory Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Common Shares shall specify be issued and registered in the person(sname of such Person or Persons (including the Holder) in whose name or names the Holder in the Exercise Form specifies such Warrant Common Shares are to be issuedissued and registered, along with the address(es) address or addresses of such person(s) Persons and the number of Warrant Common Shares to be issued to each person, such Person if more than one Person is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a Person or Persons other than the WarrantholderHolder, the Warrantholder Holder shall also complete comply with the transfer form, substantially in the form endorsed on provisions of Section 2.9 hereof together with such other reasonable requirements as the Warrant Certificate. The signatures set out in Agent and/or the exercise form referred to in Section 3.1(1) Corporation may prescribe, and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation, or the Warrant Agent on behalf of the Corporation, all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder Holder shall have paid to the Company Corporation, or the Warrant Agent on behalf of the Company Corporation, the amount of such tax taxes or shall have established to the satisfaction of the Company Corporation that such tax has taxes have been paid or that no tax is taxes are due. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situated is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Only Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall include or be accompanied by a written confirmation that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such the Uncertificated Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (dc) did not execute or deliver the notice of the owner's ’s intention to exercise such Uncertificated Warrants in the United States. If the Participant Depository is not able to make or deliver the foregoing representation by initiating confirmation to the electronic exercise of the WarrantsWarrant Agent, then such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder and the exercise procedures set forth in Section 3.1(13.2(1) shall be followed. . (6) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Only Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Only Participant (together with a written confirmation substantially the same as that set forth in Section 3.2(5)) and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Only Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryExpiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Entry Only System book entry registration system the Warrant Common Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Only Participant exercising the Warrants on its behalf. (57) By causing a Participant to deliver notice to CDSthe Depository, a Warrantholder beneficial owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (6) 8) Any notice which CDS the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or Warrant Agent to the Participant or the Beneficial Ownerbeneficial owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1) The registered holder of any Warrant Warrantholder may exercise the rights thereby conferred on him them to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (a) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Book-Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) An electronic exercise of the Uncertificated Warrants initiated by the Book-Entry Only Participant through the Book-Entry Only System shall constitute a representation to both the Company and the Warrant Agent that the beneficial holder at the time of exercise of such Uncertificated Warrants (a) is not in the United States; (b) is not a U.S. Person and is not exercising such Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (c) did not execute or deliver the Exercise Notice of the owner's intention to exercise such Uncertificated Warrants in the United States. If the Book-Entry Only Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Uncertificated Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, by the Book-Entry Only Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such beneficial owner or Book-Entry Only Participant, which certificate shall be impressed with the appropriate legends, and the exercise procedures set forth in Section 3.7 shall be followed. (6) By causing a Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (67) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Common Share Purchase Warrant Indenture (KWESST Micro Systems Inc.)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant may exercise the rights right thereby conferred on him such holder to acquire all or any part of the Warrant Common Shares to which such Warrant entitles the holderby surrendering, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Expiry, to the Trustee at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), Agency the Warrant Certificate with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory as attached to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with and cash or a certified cheque, bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company or the Trustee in an amount equal to the Exercise Price multiplied by the number of Warrant Common Shares subscribed forto be acquired. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price referred to in this subsection 3.2(a) shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by at, in each case, the Warrant AgentAgency. (2b) Any exercise form referred to in Section 3.1(1subsection 3.2(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify the form and manner satisfactory number of Common Shares which the holder desires to acquire (being not more than those which the holder is entitled to acquire pursuant to the Warrant AgentCertificate(s) surrendered), but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) person or persons in whose name or names such Warrant Common Shares are to be issued, the address(es) address or addresses of such person(s) persons and the number of Warrant Common Shares to be issued to each person, such person if more than one is so specified. If any of the Warrant Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1: (i) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent Trustee on behalf of the Company, all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Common Shares unless or until such Warrantholder shall have paid to the Company Company, or the Warrant Agent Trustee on behalf of the Company Company, the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due; and (ii) the signature of the Warrantholder on the exercise form will be guaranteed by a Canadian Schedule "A" chartered bank or trust company or by a member of an acceptable Medallion Guarantee Program. (3c) If, at Notwithstanding any provision to the time of exercise of the Warrants, contrary herein or contained in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shallCertificates, on the advice exercise of counselWarrants, endorse any certificates representing Common Shares will not be issued to a person whose address is in, or whom the Warrant Shares Company or the Trustee has reason to such effect. The Warrant Agent believe is entitled a citizen or national or resident of, the United States of America, its territories and possessions except pursuant to assume a registration statement under the United States Securities Act of 1933 and in compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires securities laws of various States or pursuant to exercise his, her an exemption available from registration and such Common Shares may not be offered or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is sold directly or indirectly in the United States of America or that is its territories or possession or to a U.S. Person will first request national or resident thereof, or any partnership, corporation or other entity organized or incorporated under the withdrawal laws of the Uncertificated Warrant(s) from United States during the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for 90 day period commencing on the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in except pursuant to a registration statement under the United States Securities Act of 1933 and in compliance with applicable securities laws of various States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention pursuant to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment exemption available from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsregistration. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Spectrum Signal Processing Inc)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant A Warrantholder may during the Exercise Period exercise the rights right thereby conferred on him such holder to acquire all or any part of purchase the Warrant Shares Underlying Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate certificate representing such Warrants Warrant to the Warrant Agent Trustee at any time prior to during the Time of Expiry Exercise Period at its principal stock and bond transfer offices office in the City of Calgary, Alberta Toronto (or at such additional place or places as may be decided by the Company Corporation from time to time with the approval of the Warrant Agent), with Trustee) with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed set out on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Schedule B; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or at par to the order of Hemosol Inc. in the Company in an amount equal to of the Exercise Price multiplied by aggregate exercise price of the number Common Shares issuable on exercise of Warrant Shares subscribed forthe holder's Warrants. A certificate representing such Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Trustee. If the Warrantholder subscribes for a lesser number of Underlying Securities than the number of shares referred to in the holder's Warrant Agentcertificate, the holder shall be entitled to receive a new Warrant certificate in respect of the balance of the Warrants in respect of Underlying Securities referred to in the surrendered Warrant certificate but not subscribed for. (2b) Any exercise form referred to in Section 3.1(1section 3.1(a) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for Underlying Securities issuable upon the exercise of Warrants by a holder are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1section 3.1(a) and the signatures set out in the transfer form shall be guaranteed by a Schedule A chartered bank, a Canadian Schedule 1 chartered bank trust company or a medallion signature guarantee from a member of a recognized Signature the Medallion Guarantee Program and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares Underlying Securities unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent Trustee on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled exercise form shall be completed to assume compliance with all applicable specify the person or persons in whose name or names the Underlying Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to be issued upon exercise hisare to be registered, her such person's or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States persons' address or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company addresses and the Warrant Agent that the Beneficial Owner at the time number of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention Underlying Securities to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance each person if more than one is so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantsspecified. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (MDS Inc)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 4 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him him, her or it to acquire all or any part one Share (subject to adjustment pursuant to Article 5) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta her or it, together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his his, her or its executors, administrators or other legal representative representatives or his his, her or its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $3.45 per Share, subject to adjustment pursuant to Article 5 (the Exercise Price Price”) multiplied by the number of Warrant Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to The Exercise Form shall be executed as set out in Section 3.1(14.2(1) and shall be signed by specify the Warrantholdernumber of Shares which the Holder wishes to acquire (being not more than that number which he, she or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory it is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his or her Warrants in accordance with the provisions hereof prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no further force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency is situated is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Agreement, the Corporation and the Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of such office to the Holders. (5) A Beneficial Owner beneficial owner of Uncertificated Warrants evidenced by a security entitlement in respect of Warrants in the book entry registration system who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a Book Entry Participant to deliver to CDS (at its office in the City of Toronto, Ontario), Depository on behalf of the Beneficial Owner at any time prior to the Time of Expiryentitlement holder, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (in a manner acceptable to the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Depository. Forthwith upon receipt by CDS the Depository of such notice, as well as payment for of the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSXbook entry registration system. An electronic exercise of Such Confirmation from the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation Depository to both the Company and the Warrant Agent shall electronically confirm that the Beneficial Owner beneficial holder of Uncertificated Warrants at the time of exercise of such Warrants the Uncertificated Warrants: (a) is not in the United States; and (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such the Uncertificated Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant Depository (i) is not able to make or deliver the foregoing representation by initiating Confirmation to the electronic exercise Warrant Agent or (ii) the beneficial owner of the WarrantsUncertificated Warrants is in the United States or exercising for the account or benefit of a U.S. Person, then including without limitation Qualified Institutional Buyers that acquired Warrants in the Offering, such Uncertificated Warrants shall be withdrawn removed from the Book-Entry Only Systembook entry registration system, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant beneficial holder, and the exercise procedures set forth in Section 3.1(14.2(1) shall be followed. . (6) Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Book Entry Participant in a manner acceptable to it. A notice in form acceptable to the Book Entry Participant and payment from such Beneficial Owner beneficial holder should be provided through to the Book-Book Entry Only System Participant sufficiently in advance so as to permit the Book Entry Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expirythe Expiry Time. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent Agent, and the Warrant Agent will execute the exercise by issuing causing the issuance to CDS the Depository through the Book- Entry Only System book entry registration system of the Warrant Shares to which the exercising Beneficial Owner Holder is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner entitlement holder exercising the WarrantsWarrants and/or the Book Entry Participant exercising the Warrants on its behalf. A failure by a Book Entry Participant to exercise or to give effect to the settlement thereof in accordance with the beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Corporation or Warrant Agent to the Book Entry Participant or the beneficial owner. (57) By causing a Book Entry Participant to deliver notice to CDSthe Depository, a Warrantholder holder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Book Entry Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Agency Agreement (Columbia Care Inc.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on attached to the Warrant Certificate specifying the number of Warrant Shares Subject Securities subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed A beneficial owner of Warrants represented by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner NCI deposit who desires to exercise his, his or her or its Uncertificated Warrants, Warrants must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expirybeneficial owner, a written notice of the Beneficial Owner's owner’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in . Any expense associated with the United States or that is a U.S. Person preparation and delivery of such Exercise Notice will first request be for the withdrawal account of the Uncertificated Warrant(s) from beneficial owner exercising the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)exercise privilege. Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Bookbook-Entry Only System, including CDSX. An electronic exercise based system of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of ExpiryCDS. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System book-based system of CDS the Warrant Shares Subject Securities to which the exercising Beneficial Owner beneficial owner of Warrants is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a CDS Participant to deliver notice to CDS, a Warrantholder beneficial owner of Warrants shall be deemed to have irrevocably surrendered his, his or her or its Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares Subject Securities in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's beneficial owner’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Ownerbeneficial owner. (73) Any exercise subscription referred to in this Section 3.1 subsection 3.1(1) shall require that be signed by the entire Exercise Price Warrantholder, shall specify the person(s) in whose name such Subject Securities are to be issued, the address(es) of such person(s) and the number of Subject Securities to be issued to each person, if more than one is so specified. If any of the Subject Securities subscribed for are to be issued to (a) person(s) other than the Warrantholder, the signatures set out in the subscription referred to in subsection 3.1(1) shall be guaranteed by a Canadian Schedule 1 chartered bank or by a medallion signature guaranteed from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Shares subscribed for must Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (4) If, at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by of the Registered Warrantholder or Warrants, in accordance with the Confirmation from CDS must be received by provisions of subsection 3.1(1), there are any trading restrictions on the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised Subject Securities pursuant to this Section 3.1 by applicable securities legislation or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amendedstock exchange requirements, the Company shall cause shall, on the amended exercise form advice of counsel, endorse any certificates representing the Subject Securities to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the such effect. The Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior is entitled to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received assume compliance with all applicable securities legislation unless otherwise notified in writing by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business DayCompany. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Americas Silver Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may Warrants may, during the Exercise Period, exercise the rights right thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Trustee at its principal stock transfer offices office in the City Cities of CalgaryVancouver or Toronto, Alberta (or at such additional any other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Trustee, or to the Co-transfer Agent at its principal transfer office designated by the Corporation, a Warrant Agent)Certificate or Warrant Certificates representing the Warrants held by such holder that are to be exercised, with together with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form set out in Appendix ”A” to Schedule “A” hereto; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, the United States payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed forWarrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price The Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant Trustee or the Co-transfer Agent at the office specified in this section. Any such exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee or the Co-transfer Agent, be required to ensure compliance with all applicable securities legislation. (2) Any exercise form referred delivered pursuant to in Section 3.1(1subsection 4.2(1) shall be signed by the Warrantholder or the Warrantholder, or his executors, ’s executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Trustee or the Co-transfer Agent, but such as the case may be. The exercise form need not be executed by CDS. Such exercise form attached to the Warrant Certificate shall specify the person(s) number of Warrants being exercised, the person or persons in whose name such Warrant or names the Shares to be issued upon exercise are to be issued, the address(es) of such person(s) person’s or persons’ address or addresses and the number of Warrant Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the Warrant Agent all applicable transfer or similar taxes of the Shares and the Company shall Corporation will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company Corporation that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), Warrants there are any trading remain restrictions on the Warrant Shares pursuant to resale under applicable Securities Laws or stock exchange requirementson the Shares acquired, the Company shallCorporation may, on the advice of counsel, endorse any the certificates representing the Warrant Shares and Warrants with respect to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companythose restrictions. (4) A Beneficial Owner The Trustee shall record the particulars of the Warrants exercised which particulars shall include the names and addresses of the persons who desires to exercise hisbecome holders of Shares, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario)if any, on behalf of exercise, the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System Date and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price. Within five business days of each Exercise Date, CDS the Trustee shall deliver provide such particulars in writing to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company Corporation and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsTransfer Agent. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Vista Gold Corp)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant Subject to subsection 3.1(d) and section 3.5, a Warrantholder may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent Trustee at any time prior to on or before the Time of Expiry during regular business hours at its principal stock transfer offices in the City cities of Calgary, Alberta Vancouver or Toronto (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant AgentTrustee), with with: (i) a duly completed and executed exercise subscription form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed set out on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company Warrant Trustee in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. In the event that the payment of the Warrant Exercise Price received by the Warrant Trustee is in the form of uncertified or unguaranteed funds, the Warrant Trustee will be entitled to delay the time of payment of the Warrant Exercise Price to the Company and delivery of the certificate representing the Subject Securities so purchased by the Warrantholder until such uncertified or unguaranteed funds have cleared in the ordinary course of the financial institution upon which the same are drawn. A Warrant Certificate with the duly completed and executed exercise subscription form and payment of the Warrant Exercise Price shall will be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant AgentTrustee. (2b) Any exercise form subscription referred to in Section 3.1(1subsection 3.1(a) shall will be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall will specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1subsection 3.1(a) and the signatures set out in the transfer form shall will be guaranteed by a Schedule I chartered bank, a major Canadian Schedule 1 chartered bank or a medallion signature guarantee from trust company, a member of the medallion guarantee program, a recognized member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Medallion Guarantee Program (MSP) and the Warrantholder shall will pay to the Company or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company shall will not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall will have paid to the Company or the Warrant Agent Trustee on behalf of the Company the amount of such tax or shall will have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3c) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsection 3.1(a), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on may upon the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4d) A Beneficial Owner who desires Subject to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontariosubsection 3.1(e), (i) Warrants may not be exercised within the United States or by or on behalf of any U.S. Person; and (ii) no Subject Securities issued upon exercise of Warrants may be delivered to any address in the Beneficial Owner at any time prior to United States. (e) Notwithstanding subsection 3.1(d), (i) Warrants which bear the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is legend set forth in subsection 2.2(c) may be exercised in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a WarrantholderU.S. Person, as applicableand (ii) Subject Securities issued upon exercise of any such Warrants may be delivered to an address in the United States, who makes provided that the certifications set forth on person exercising the exercise form Warrants signs and delivers a letter substantially in the form endorsed on the Warrant Certificateattached hereto as Schedule ”D”. (9f) If Certificates representing Subject Securities issued upon the exercise form of Warrants which bear the legend set forth in subsection 2.2(c) and which are issued and delivered pursuant to subsection 3.1(e) shall bear the Warrant Certificate shall have been amendedfollowing legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, the Company shall cause the amended exercise form to be forwarded to all registered WarrantholdersAS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF NOVAGOLD RESOURCES INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE CANADIAN LOCAL LAWS AND REGULATIONS, OR (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT OR (2) RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THE COMPANY IS A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S AT THE TIME OF TRANSFER, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM COMPUTERSHARE TRUST COMPANY OF CANADA UPON DELIVERY OF THIS CERTIFICATE AND A DULY EXECUTED DECLARATION, IN A FORM SATISFACTORY TO COMPUTERSHARE TRUST COMPANY OF CANADA AND THE COMPANY, TO THE EFFECT THAT THE SALE OF THE SECURITIES REPRESENTED HEREBY IS BEING MADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. (10g) Exercise forms, Exercise Notices and Confirmations must be delivered to Certificates representing Subject Securities issued upon the Warrant Agent at exercise of Warrants which bear the legend set forth in subsection 2.2(d) shall not bear any time during legend for purposes of the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business DayU.S. Securities Act. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Novagold Resources Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him the holder to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices office in the City of CalgaryVancouver, Alberta British Columbia or Toronto, Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule “A” attached hereto specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 Canadian chartered bank or a by an eligible guarantor institution with membership in an approved signature medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities with a legend(s) to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in In the City absence of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior specification as to the Time of Expiry, a written notice of person or persons in whose name or names the Beneficial Owner's intention Subject Securities are to exercise Warrants (be issued upon the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate Subject Securities shall be issued by and registered in the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office name of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time registered holder of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (New Gold Inc. /FI)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may Warrants may, during the Exercise Period, exercise the rights right thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry Trustee at its principal stock transfer offices office in the City Cities of CalgaryVancouver or Toronto, Alberta (or at such additional any other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Trustee, or to the Co-transfer Agent at its principal transfer office designated by the Corporation, a Warrant Agent)Certificate or Warrant Certificates representing the Warrants held by such holder that are to be exercised, with together with: (i) a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form set out in Appendix ”A” to Schedule “A” hereto; and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with (ii) a certified cheque, bank draft or money order in lawful money of Canada, the United States payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed forWarrants being exercised. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price The Warrants shall only be deemed to be have been surrendered only upon personal delivery thereof to orto, or if sent by mail or other means of transmission, transmission upon actual receipt thereof by by, the Warrant Trustee or the Co-transfer Agent at the office specified in this section. Any such exercise shall be subject to the holder providing such assurances and executing such documents as may, in the reasonable opinion of the Corporation or the Trustee or the Co-transfer Agent, be required to ensure compliance with all applicable securities legislation. (2) Any exercise form referred delivered pursuant to in Section 3.1(1subsection 4.1(1) shall be signed by the Warrantholder or the Warrantholder, or his executors, ’s executors or administrators or other legal representative representatives or his an attorney of the Warrantholder duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Trustee or the Co-transfer Agent, but such as the case may be. The exercise form need not be executed by CDS. Such exercise form attached to the Warrant Certificate shall specify the person(s) number of Warrants being exercised, the person or persons in whose name such Warrant or names the Shares to be issued upon exercise are to be issued, the address(es) of such person(s) person’s or persons’ address or addresses and the number of Warrant Shares to be issued to each person, person if more than one is so specified. If any of the Warrant Shares subscribed for to be acquired are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company Trustee or to its agent all exigible transfer taxes or governmental or other charges required to be paid in respect of the Warrant Agent all applicable transfer or similar taxes of the Shares and the Company shall Corporation will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company Corporation that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), Warrants there are any trading remain restrictions on the Warrant Shares pursuant to resale under applicable Securities Laws or stock exchange requirementson the Shares acquired, the Company shallCorporation may, on the advice of counsel, endorse any the certificates representing the Warrant Shares and Warrants with respect to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companythose restrictions. (4) A Beneficial Owner The Trustee shall record the particulars of the Warrants exercised which particulars shall include the names and addresses of the persons who desires to exercise hisbecome holders of Shares, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario)if any, on behalf of exercise, the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System Date and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price. Within five business days of each Exercise Date, CDS the Trustee shall deliver provide such particulars in writing to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company Corporation and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the WarrantsTransfer Agent. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Vista Gold Corp)

Method of Exercise of Warrants. (1) The registered holder of any Warrant Subject to Section 3.05, a Warrantholder may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent Trustee at any time prior to on or before the Time of Expiry during regular business hours at its principal stock transfer offices in the City city of Calgary, Alberta Toronto (or at such additional place or places as may be decided by the Company Corporation from time to time with the approval of the Warrant AgentTrustee), with with: (i) a duly completed and executed exercise subscription form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed set out on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with Certificate; and (ii) a certified cheque, bank draft or money order in lawful money of Canadathe United States, subject to Subsection 3.01(4), payable to or to the order of the Company Corporation in an amount equal to the Warrant Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. In the event that the payment of the Warrant Exercise Price received by the Warrant Trustee is in the form of uncertified or unguaranteed funds, the Warrant Trustee shall be entitled to delay the time of payment of the Warrant Exercise Price to the Corporation and delivery of the certificate representing the Subject Securities so purchased by the Warrantholder until such uncertified or unguaranteed funds have cleared in the ordinary course of the financial institution upon which the same are drawn. A Warrant Certificate with the duly completed and executed exercise subscription form and payment of the Warrant Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant AgentTrustee. (2) Any exercise form subscription referred to in Section 3.1(1Subsection 3.01(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section 3.1(1Subsection 3.01(1) and the signatures set out in the transfer form shall be guaranteed by a Schedule I chartered bank, a major Canadian Schedule 1 chartered bank or a medallion signature guarantee from trust company, a member of the medallion guarantee program, a recognized member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Medallion Guarantee Program (MSP) and the Warrantholder shall pay to the Company Corporation or the Warrant Agent Trustee all applicable transfer or similar taxes and the Company Corporation shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company Corporation or the Warrant Agent Trustee on behalf of the Company Corporation the amount of such tax or shall have established to the satisfaction of the Company Corporation that such tax has been paid or that no tax is due. (3) If, If at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1Subsection 3.01(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on Corporation may upon the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires Any Warrantholder may elect to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf make payment of the Beneficial Owner at any time prior Warrant Exercise Price pursuant to Subsection 3.01(1) in lawful money of Canada. In such an event, the Time of Expiry, a written notice Warrant Exercise Price payable by such Warrantholder shall be the Canadian dollar equivalent of the Beneficial Owner's intention to exercise Warrants (the "Warrant Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is Price payable in lawful money of the United States or that is a U.S. Person will first request based on the withdrawal of Exchange Rate on the Uncertificated Warrant(s) from Business Day immediately preceding the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such noticerelevant Exercise Date, as well as payment for the Exercise Price, CDS shall deliver rounded to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf nearest tenth of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrantscent. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Echo Bay Mines LTD)

Method of Exercise of Warrants. (1) The registered holder Subject always to the provisions of this Article 3 and compliance by both the Corporation and the Holder with applicable law, the Holder of any Warrant may exercise the rights right thereby conferred on him to acquire all or any part one Common Share (subject to adjustment pursuant to Article 4) in respect of the each Warrant Shares to which such Warrant entitles the holder, held by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in Warrant Agency the City of CalgaryWarrant Certificate(s) held by him, Alberta together with (or at such additional place or places as may be decided by i) the Company from time to time with the approval exercise form forming part of the Warrant Agent), with a Certificate (the “Exercise Form”) duly completed and executed exercise form of by the registered holder Holder or his executors, administrators or other legal representative representatives or his or their attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with acting reasonably; and (ii) a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company Corporation in an amount equal to $1.40 per Common Share (the Exercise Price Price”) multiplied by the number of Warrant Common Shares subscribed forfor pursuant to such Exercise Form. A Warrant Certificate with the duly completed and executed exercise form Exercise Form and payment of the applicable Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by executed as set out in subsection 3.2(1) and shall specify the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in number of Common Shares which the form and manner satisfactory Holder wishes to acquire (being not more than that number which he is entitled to acquire pursuant to the Warrant Agent, but such exercise form need not be executed by CDSCertificate(s) so surrendered). Such exercise form Common Shares shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any in the name of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is dueHolder. (3) If, at In the time of exercise of the Warrants, event that a Holder has not exercised his Warrants in accordance with the provisions prior to the Expiry Time, all Warrants then held by such Holder shall expire and be of Section 3.1(1), there are any trading restrictions on no force and effect as at the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the CompanyExpiry Time. (4) If the principal transfer office of the Warrant Agent in the city where the Warrant Agency situate is for any reason not available to act in connection with the exchange of Warrant Certificates or exercise of Warrants as contemplated by this Indenture, the Corporation and Warrant Agent shall arrange for another office in such city to act in connection with the exchange of Warrant Certificates and exercise of Warrants and shall give notice of the change of office to the Holders. (5) A Beneficial Owner who desires to exercise his, his or her or its Uncertificated Warrants, non-certificated Warrants evidenced security entitlement in respect of Warrants in a book-based securities registration system must do so by causing arranging through a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf issuance of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered physical Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines Form to be incomplete, not in proper form or not duly executed shall for all purposes be void completed and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during together with such documentation as the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice Company or Confirmation received by the Warrant Agent after business hours on any Business Day other than may reasonably require, specifying number of Common Shares subscribed for together with a certified cheque, bank draft or order in lawful money of Canada payable to or to the Time order of Expiry will be deemed the Company at par in Toronto, Ontario in an amount equal to have been received the Exercise Price multiplied by the Warrant Agent on the next following Business Daynumber of Common being purchased. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Bridgeport Ventures Inc.)

Method of Exercise of Warrants. (1) The registered 3.1.1 A Warrantholder may, at any time before the Warrant Expiry Time, exercise all or any number of the Warrants which remain outstanding and are then held by the Warrantholder. 3.1.2 Subject to and upon compliance with the provisions of this Article, the holder of any Warrant Certificate may exercise the rights thereby conferred on him to acquire all or any part right of the Warrant Shares to which such Warrant entitles the holder, purchase therein provided for by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta (Ontario, or at such additional place or places as may be decided designated by the Company from time to time with the approval of the Warrant Agent)Agent during normal business hours on a business day at that place before the Warrant Expiry Time, together with a the Warrant Exercise Form duly completed and executed exercise form of by the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying for the number of Warrant Shares which the holder desires to purchase and payment of the aggregate Exercise Price applicable at the time of the surrender calculated in accordance with the provisions of this Indenture. The aggregate Exercise Price for Shares subscribed for together with a under the Warrants shall be paid by certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to at par at the Exercise Price multiplied by city where the number Warrant Certificate is surrendered. 3.1.3 Surrender of Warrant Shares subscribed for. A a Warrant Certificate with the Warrant Exercise Form duly completed and executed exercise form and payment of the aggregate Exercise Price will be deemed to have been effected, and Warrants shall be deemed to be surrendered have been exercised, only upon on personal delivery thereof to orto, or if sent by mail or other means of transmission, upon transmission on actual receipt thereof by, the Warrant Agent at one of the offices specified in this section. The exercise form attached to the Warrant Certificates shall not be deemed to be duly completed if the name and mailing address of the holder do not appear legibly on such exercise form and such exercise form is not signed by the Warrant Agentholder, his executors, administrators, other legal representatives or such holder’s attorney duly appointed. (2) Any exercise form referred to in Section 3.1(1) 3.1.4 Every Warrant Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to holder of the Warrant Agent, but such Certificate who desires to exercise form need not be executed by CDS. Such exercise form in whole or in part the right of purchase therein provided for; (as adjusted from time to time in accordance with the provisions of this Indenture) shall specify the person(s) number of Shares that the subscriber wishes to purchase (being not more than he is entitled to purchase under the Warrant Certificate (as adjusted from time to time in accordance with the provisions of this Indenture)), the person or persons in whose name such Warrant or names the Shares which the subscriber desires to purchase are to be issued, the address(es) of such person(s) issued and his or their address or addresses and the number of Warrant Shares to be issued to each such person, and if more than one is so specified. , the form shall have one of the boxes in the Warrant Exercise Form checked; and shall be substantially in the form set out in the Warrant Certificate. 3.1.5 If any of the Warrant Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall must pay to the Company or to the Warrant Agent on his behalf an amount equal to all applicable transfer taxes or similar taxes other applicable government charges, and the Company shall will not be required to issue or deliver certificates any certificate evidencing Warrant any Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3) If, at 3.1.6 The Warrants and the time Shares issuable upon exercise thereof have not been registered under the 1933 Act or the securities law of exercise any state of the WarrantsUnited States, in accordance with and the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in may not be exercised within the United States or that is a by or on behalf of any U.S. Person will first request unless the withdrawal Warrants and the Shares are registered under the 1933 Act and the securities laws of all applicable states of the Uncertificated Warrant(s) United States or an exemption from the Book-Entry Only System such registration requirements is available. No exercise of any Warrants shall be effective, and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS no certificate representing Shares shall deliver be issued or registered pursuant to the Warrant Agent confirmation exercise of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to Warrants, unless the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent Exercise Form is executed specifying that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) holder did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, of a U.S. Person or a person in the United States; (c) , is not in the United States or a U.S. Person and Person, is not exercising such the Warrants on behalf of a U.S. Person or a person in the United States; , and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants Warrant Exercise Form in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Share Purchase Warrant Indenture (ConPharm)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant represented by a Warrant Certificate or DRS Advice may exercise the rights thereby conferred on him such holder to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants delivering to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form (the "Exercise Form") of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate Certificate, specifying the number of Warrant Shares subscribed for together with a wire payment, certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A , along with, in the case of a Warrant represented by a Warrant Certificate, the Warrant Certificate with the representing such Warrants. The duly completed and executed exercise form Exercise Form (along with the Warrant Certificate, if applicable) and payment of the aggregate Exercise Price shall be deemed to be surrendered delivered and/or surrendered, as applicable, only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2b) Any exercise form referred to in Section 3.1(1) The Exercise Form shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to (i) person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form Exercise Form shall be guaranteed by a Canadian Schedule 1 I chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and (ii) the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the reasonable satisfaction of the Company that such tax has been paid or that no tax is due. (3c) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1subsections 4.1(a) or 4.1(d), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws laws (including securities laws) or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates or book-entry positions representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4d) A Beneficial Owner of an Uncertificated Warrant evidenced by a security entitlement in respect of Warrants in the Book-Based System who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a CDS Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that ) in a Beneficial Owner holding Uncertificated Warrants that is manner acceptable to CDS with sufficient time to permit CDS to deliver the Confirmation in the United States or that is a U.S. Person will first request the withdrawal advance of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s)Time of Expiry. Forthwith upon receipt by CDS of such notice, as well as payment for the aggregate Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only Based System, including CDSX. An electronic exercise of the Warrants initiated by the The Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating will initiate the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise Based System, by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only Book-Based System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices exercise process will be for the account of the Beneficial Owner exercising the Warrants. (5) Warrants and/or the CDS Participant exercising the Warrants on its behalf. By causing a CDS Participant to deliver notice to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such CDS Participant to act as his, his or her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) . Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) . If the exercise form Exercise Form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form Exercise Form to be forwarded to all registered Warrantholders. (10) . Exercise forms, Exercise Notices Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice Form or Confirmation received by the Warrant Agent after business hours on any Business Day other than the date upon which the Time of Expiry occurs will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) . Any Warrant with respect to which a Confirmation or Exercise Form is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled. Neither the Company nor the Warrant Agent shall be responsible for the failure of a Warrantholder to deliver an Exercise Form, or for the failure of CDS to deliver a Confirmation, prior to the Time of Expiry.

Appears in 1 contract

Sources: Warrant Indenture

Method of Exercise of Warrants. (1a) The registered Each Warrant may be exercised by the holder thereof at any time on or after the Date of Issue, but not after the Warrant Expiry Time, upon the terms and subject to the conditions set forth herein. (b) Subject to and upon compliance with the provisions of this Article, the holder of any Warrant Certificate may exercise the rights thereby conferred on him to acquire all or any part right of the Warrant Shares to which such Warrant entitles the holder, purchase therein provided for by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (Warrant Agency or at such additional place or places as may be decided designated by the Company Corporation from time to time with the approval of the Warrant Agent following the provision of notice to the Warrant Agent and the Warrantholders (by or through the Warrant Agent)) during normal business hours on a Business Day at that place prior to the Warrant Expiry Time, together with a the Warrant exercise form attached to the Warrant Certificate duly completed and executed exercise form of by the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying for the number of Warrant Common Shares which the holder desires to purchase and the Exercise Price applicable at the time of the surrender calculated in accordance with the provisions of this Indenture. The Exercise Price for Common Shares subscribed for together with a under Warrants shall be paid by certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to Corporation at par at the Exercise Price multiplied by city where the number of Warrant Shares subscribed for. A Warrant Certificate with is surrendered. Surrender of a Warrant Certificate and the duly completed and executed Warrant exercise form and payment of the Exercise Price will be deemed to have been effected, and Warrants shall be deemed to be surrendered have been exercised, only upon on personal delivery thereof to orto, or if sent by mail or other means of transmission, upon transmission on actual receipt thereof by by, the Warrant AgentAgent at the Warrant Agency. (2c) Any Every Warrant exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to holder of the Warrant Agent, but such Certificate who desires to exercise form need not be executed by CDS. Such exercise form in whole or in part the right of purchase therein provided for; shall specify the person(s) number of Common Shares that the subscriber wishes to purchase (being not more than he is entitled to purchase), the person or persons in whose name such Warrant or names the Common Shares which the subscriber desires to purchase are to be issued, the address(es) of such person(s) issued and his or their address or addresses and the number of Warrant Common Shares to be issued to each such person, if more than the form shall have one is so specified. If any of the boxes in section (3) of the Warrant exercise form checked; and shall be substantially in the form set out in the Warrant Certificate. (d) If any Common Shares subscribed for are to be issued to person(s) a person or persons other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall must pay to the Company Corporation or to the Warrant Agent on his behalf an amount equal to all applicable transfer taxes or similar taxes other government charges, and the Company shall Corporation will not be required to issue or deliver certificates any certificate evidencing Warrant any Common Shares unless or until such Warrantholder shall have that amount has been so paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have Warrantholder has established to the satisfaction of the Company Corporation that such tax has the taxes and charges have been paid or that no tax is duetaxes or charges are owing. (3e) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent shall not register any exercise of Warrants if it has reason to believe that the holder is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise hisa U.S. Person, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request acquiring the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or Common Shares evidenced thereby for the account or benefit of, of a U.S. Person or a person in the United States, if the Corporation has provided written instructions to the Warrant Agent prior to such exercise to the effect that the Corporation believes such exercise would not comply with the U.S. Securities Act or applicable state securities laws. (f) Any holder which exercises Warrants shall provide to the Warrant Agent either: (i) a written certification that the holder (i) at the time of exercise of the Warrants is not in the United States; (cii) is not a U.S. Person and is not exercising such the Warrants on behalf of a U.S. Person or a person in the United States; and (diii) did not execute exercise or deliver the notice of exercise form for the owner's intention to exercise such Warrants in the United States. If ; or (ii) a written opinion of counsel of recognized standing in form and substance satisfactory to the Participant Corporation to the effect that the exercise is not able pursuant to make an effective registration statement under the U.S. Securities Act, or deliver that an exemption from the foregoing representation by initiating registration requirements of the electronic U.S. Securities Act and applicable state securities laws is available for the issuance of the Common Shares issuable on exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be . The certificates representing any Common Shares issued by the Warrant Agent to such Beneficial Owner or Participant and in connection with the exercise procedures of Warrants pursuant to clause (ii) of this Section 3.1(f) shall bear the legend set forth in Section 3.1(12.15(c) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate this Indenture unless the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to an effective registration statement under the exerciseU.S. Securities Act. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Certificates representing Common Shares issued in connection with the obligations arising from such exercise. exercise of Warrants pursuant to clause (6i) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 3.1(f) shall require that not bear the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form legend set forth in the Warrant Certificate Section 2.15(c) unless it is required by Section 2.15(d). No certificates for Common Shares shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be or delivered to an address in the Warrant Agent at any time during United States unless the Warrant Agent's actual business hours on any Business Day prior to the Time holder complies with clause (ii) of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Daythis Section 3.1(f). (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Share Purchase Warrant Indenture (Novagold Resources Inc)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him to acquire all or any part of the Warrant Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form of the registered holder or his executors, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares subscribed for. A Warrant Certificate with the duly completed and executed exercise form and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form referred to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDSthe Depository. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the number of Warrant Shares to be issued to each person, if more than one is so specified. If any of the Warrant Shares subscribed for are to be issued to person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The , and the signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its his Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario)Depository, on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's ’s intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS the Depository of such notice, as well as payment for the Exercise Price, CDS the Depository shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated clearing and settlement system currently utilized by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company CDS or DTC and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followedtheir respective participants. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS the Depository and for CDS the Depository in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS The Depository will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS the Depository through the Book- Book-Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDSthe Depository, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its his Warrants so exercised and appointed such Participant to act as his, her or its his exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS the Depository determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS the Depository must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled. (12) Notwithstanding any provision to the contrary contained in this Indenture, no Warrantholder may exercise any Warrant at any time when the Registration Statement registering the Warrant Shares under the U.S. Securities Act is not effective, unless an exemption from the registration requirements is available and such holder provides evidence of the availability of such exemption satisfactory to the Company and to the Warrant Agent. The Company shall give notice to the Warrant Agent in accordance with Section 4.1(11) if at any time the Registration Statement is not effective. (13) Notwithstanding Section 3.1(12), if at any time following the issuance of the Warrants, provided there is no effective registration statement registering, or no current prospectus available for the resale of the Warrant Shares by the Warrantholder, then the Warrants may also be exercised at the Warrantholder’s election, in whole or in part, at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A)], where: (A) = as applicable, the VWAP on the trading day immediately preceding the date of the applicable exercise notice if such exercise notice is (1) both executed and delivered pursuant to Section 3.1(1) hereof on a day that is not a trading day or (2) both executed and delivered pursuant to Section 3.1(1) hereof on a trading day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the applicable federal U.S. securities laws) on such trading day, (ii) at the option of the Warrantholder either (y) the VWAP on the trading day immediately preceding the date of the applicable exercise notice or (z) the bid price of the Common Shares on the Nasdaq Capital Market (or such other exchange on which the Common Shares are listed) as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Warrantholders execution of the applicable exercise notice if such exercise notice is executed during “regular trading hours” on a trading day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a trading day) pursuant to Section 3.1(1) hereof or (3) the VWAP on the date of the applicable exercise notice if the date of such exercise notice is a trading day and such exercise notice is both executed and delivered pursuant to Section 3.1(1) hereof after the close of “regular trading hours” on such Trading Day; (B) = the Exercise Price of the Warrant, as adjusted; and

Appears in 1 contract

Sources: Warrant Indenture (First Person Ltd.)

Method of Exercise of Warrants. (1) The registered holder of any Warrant may exercise the rights thereby conferred on him the holder to acquire all or any part of the Warrant Shares Subject Securities to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent at any time prior to on or before the Time of Expiry at its principal stock transfer offices office in the City of CalgaryToronto, Alberta Ontario (or at such additional place or places as may be decided by the Company from time to time with the approval of the Warrant Agent), with a duly completed and executed exercise form subscription of the registered holder or his executors, or administrators or other legal representative or his its attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate set out in Schedule “A” attached hereto specifying the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable to or to the order of the Company in an amount equal to the Exercise Price multiplied by the number of Warrant Shares Subject Securities subscribed for. A Warrant Certificate with the duly completed and executed exercise form subscription and payment of the Exercise Price shall be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof by the Warrant Agent. (2) Any exercise form subscription referred to in Section subsection 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares Subject Securities are to be issued, the address(es) of such person(s) and the number of Warrant Shares Subject Securities to be issued to each person, if more than one is so specified. If any of the Warrant Shares Subject Securities subscribed for are to be issued to a person(s) other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form subscription referred to in Section subsection 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 Canadian chartered bank or a by an eligible guarantor institution with membership in an approved signature medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares Subject Securities unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section subsection 3.1(1), there are any trading restrictions on the Warrant Shares Subject Securities pursuant to applicable Securities Laws securities legislation or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares Subject Securities with a legend(s) to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws securities legislation unless otherwise notified in writing by the Company. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in In the City absence of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior specification as to the Time of Expiry, a written notice of person or persons in whose name or names the Beneficial Owner's intention Subject Securities are to exercise Warrants (be issued upon the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate Subject Securities shall be issued by and registered in the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office name of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time registered holder of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (New Gold Inc. /FI)

Method of Exercise of Warrants. (1) The registered holder of any Warrant Holder may exercise the rights thereby conferred on him its right to acquire purchase all or any part of the Warrant Shares to which such Warrant entitles at the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent Exercise Price at any time prior and from time to time until the Time of Expiry by: (a) delivering the Issuer at its principal stock transfer offices the address set forth in the City of Calgary, Alberta (or at such additional place or places as may be decided by the Company from time to time with the approval of Section 3.2 the Warrant Agent), with Certificate and a duly completed and executed exercise form of the registered holder or his executorssubscription form, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to attached as Appendix “B” hereto (the Warrant Agent“Subscription Form”), substantially in the form endorsed on the Warrant Certificate specifying for the number of Warrant Shares subscribed for together with a certified cheque, bank draft or money order in lawful money of Canada, payable which the Holder wishes to or to purchase; and (b) paying the order of the Company in an amount equal to the appropriate Exercise Price multiplied by for the number of Warrant Shares subscribed for. A Warrant Certificate with , either by (i) bank draft, certified cheque or money order, payable to the duly completed Issuer, and executed exercise form and delivering such payment of to the Exercise Price shall Issuer at the address set forth in Section 3.2, or by wire transfer to such account as may be deemed to be surrendered only upon personal delivery thereof to or, if sent by mail or other means of transmission, upon actual receipt thereof provided by the Warrant Agent.Issuer to the Holder upon request; (2ii) Any exercise form referred by instructing the Issuer to in Section 3.1(1) shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify the person(s) in whose name such Warrant Shares are to be issued, the address(es) of such person(s) and the withhold a number of Warrant Shares to be issued to each person, if more than one is so specified. If any then issuable upon exercise of this Warrant with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; (iii) by surrendering to the Issuer (x) Warrant Shares subscribed for are previously acquired by the Holder with an aggregate Fair Market Value as of the Exercise Date equal to be issued to person(ssuch Aggregate Exercise Price and/or (y) other than securities of the WarrantholderIssuer having a value as of the Exercise Date equal to the Aggregate Exercise Price, which value in the case of debt securities shall be the principal amount thereof plus accrued and unpaid interest; or (iv) any combination of the foregoing. In the event of any withholding of Warrant Shares or surrender of other equity securities pursuant to clause (ii), (iii) or (iv) above where the number of shares whose value is equal to the Aggregate Exercise Price is not a whole number, the Warrantholder number of shares withheld by or surrendered to the Issuer shall also complete be rounded up to the nearest whole share and the Issuer shall make a cash payment to the Holder (by delivery of a certified or official bank check or by wire transfer form, substantially of immediately available funds) based on the incremental fraction of a share being so withheld by or surrendered to the Issuer in an amount equal to the product of (x) such incremental fraction of a share being so withheld or surrendered multiplied by (y) in the form endorsed on case of Warrant Shares, the Fair Market Value per Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf Share as of the Company Exercise Date, and, in all other cases, the amount of such tax or shall have established to the satisfaction value thereof as of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, Exercise Date determined in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Companyclause (iii)(y) above. (4) A Beneficial Owner who desires to exercise his, her or its Uncertificated Warrants, must do so by causing a Participant to deliver to CDS (at its office in the City of Toronto, Ontario), on behalf of the Beneficial Owner at any time prior to the Time of Expiry, a written notice of the Beneficial Owner's intention to exercise Warrants (the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment for the Exercise Price, CDS shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through the Book-Entry Only System, including CDSX. An electronic exercise of the Warrants initiated by the Beneficial Owner through a Book-Entry Only System, including CDSX, shall constitute a representation to both the Company and the Warrant Agent that the Beneficial Owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (d) did not execute or deliver the notice of the owner's intention to exercise such Warrants in the United States. If the Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only System, including CDSX, by the Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or Participant and the exercise procedures set forth in Section 3.1(1) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5) By causing a Participant to deliver notice to CDS, a Warrantholder shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such Participant to act as his, her or its exclusive settlement agent with respect to the exercise and the receipt of Warrant Shares in connection with the obligations arising from such exercise. (6) Any notice which CDS determines to be incomplete, not in proper form or not duly executed shall for all purposes be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's instructions will not give rise to any obligations or liability on the part of the Company or Warrant Agent to the Participant or the Beneficial Owner. (7) Any exercise referred to in this Section 3.1 shall require that the entire Exercise Price for the Warrant Shares subscribed for must be paid at the time of subscription and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant to this Section 3.1 by or on behalf of a Warrantholder, as applicable, who makes the certifications set forth on the exercise form substantially in the form endorsed on the Warrant Certificate. (9) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's actual business hours on any Business Day prior to the Time of Expiry. Any exercise form, Exercise Notice or Confirmation received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Note Purchase Agreement (Epic Stores Corp.)

Method of Exercise of Warrants. (1a) The registered holder of any Warrant Certificate may exercise the rights right thereby conferred on him to acquire all or any part of the Warrant purchase Common Shares to which such Warrant entitles the holder, by surrendering the Warrant Certificate representing such Warrants to the Warrant Agent during the Exercise Period at its office in Vancouver, British Columbia or Toronto, Ontario or at any time prior to the Time of Expiry at its principal stock transfer offices in the City of Calgary, Alberta (or at such additional other place or places as that may be decided designated by the Company from time to time Corporation with the approval of the Warrant Agent): (i) the Warrant Certificate, with a duly completed and executed Subscription Form, which form is attached hereto as Schedule “B”; and (ii) subject to exercise form of the registered holder or his executorsWarrants in accordance with Section 4.2, administrators or other legal representative or his attorney duly appointed by an instrument in writing in the form and manner satisfactory to the Warrant Agent, substantially in the form endorsed on the Warrant Certificate specifying the number of Warrant Shares subscribed for together with a certified cheque, money order or bank draft or money order in lawful money of Canada, Canada payable to or to the order of the Company Corporation in an amount equal to the Exercise Price multiplied by applicable at the number time of Warrant Shares such surrender in respect of each Common Share subscribed for. A Warrant Certificate with the duly completed and executed exercise form and Subscription Form together, if applicable, with the payment of the Exercise Price aforesaid shall be deemed to be surrendered only upon personal delivery thereof to the Warrant Agent at its office set forth above, or, if sent by mail or other means of transmissionovernight courier, upon actual receipt thereof by the Warrant AgentAgent at its principal office in Vancouver, British Columbia or Toronto, Ontario. (2b) Any exercise form subscription referred to in this Section 3.1(1) 4.1 shall be signed by the Warrantholder, or his executors, or administrators or other legal representative or his attorney duly appointed by an instrument in writing in Warrantholder and shall specify: (i) the form and manner satisfactory number of Common Shares which the holder desires to purchase (being not more than those which he is entitled to purchase pursuant to the Warrant Agent, but such exercise form need not be executed by CDS. Such exercise form shall specify Certificate(s) surrendered); (ii) the person(s) Person or Persons in whose name such Warrant or names the Common Shares are to be issued, ; (iii) the address(es) address or addresses of such person(sPerson or Persons; (iv) and the number of Warrant Common Shares to be issued to each person, Person if more than one Person is so specified. If any of , provided that the Warrant Warrantholder shall only be entitled to direct its entitlement to the Common Shares subscribed for in a manner permitted by applicable securities legislation; and (v) a completed transfer form, in the form attached hereto as Schedule “C”, if Common Shares are to be issued to person(s) someone other than the Warrantholder, the Warrantholder shall also complete the transfer form, substantially in the form endorsed on the Warrant Certificate. The signatures set out in the exercise form referred to in Section 3.1(1) and the signatures set out in the transfer form shall be guaranteed by a Canadian Schedule 1 chartered bank or a medallion signature guarantee from a member of a recognized Signature Medallion Guarantee Program and the Warrantholder shall pay to the Company or the Warrant Agent all applicable transfer or similar taxes and the Company shall not be required to issue or deliver certificates evidencing Warrant Shares unless or until such Warrantholder shall have paid to the Company or the Warrant Agent on behalf of the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid or that no tax is due. (3) If, at the time of exercise of the Warrants, in accordance with the provisions of Section 3.1(1), there are any trading restrictions on the Warrant Shares pursuant to applicable Securities Laws or stock exchange requirements, the Company shall, on the advice of counsel, endorse any certificates representing the Warrant Shares to such effect. The Warrant Agent is entitled to assume compliance with all applicable Securities Laws unless otherwise notified in writing by the Company. (4c) A Beneficial Owner who desires desires, and is permitted under this Warrant Indenture, to exercise his, her or its Uncertificated Warrants, must Warrants pursuant to the Book-Based System shall do so in accordance with the procedures established by causing CDS and the Corporation, from time to time. Such procedures shall initially be that a Beneficial Owner shall cause a CDS Participant to deliver to CDS (at its office in the City of Vancouver or the City of Toronto, Ontario), on behalf of the such Beneficial Owner at any time prior to the Time of ExpiryOwner, a written notice of the such Beneficial Owner's ’s intention to exercise Warrants (and the "Exercise Notice"); provided, that a Beneficial Owner holding Uncertificated Warrants that is in the United States or that is a U.S. Person will first request the withdrawal of the Uncertificated Warrant(s) from the Book-Entry Only System and request certificated Warrant(s) in exchange for such Uncertificated Warrant(s). Forthwith upon receipt by CDS of such notice, as well as payment Price for the Exercise Price, Common Shares being purchased. CDS shall initiate the exercise of Warrants and shall deliver to the Warrant Agent confirmation of its intention to exercise Warrants (the "a “Confirmation") in a manner acceptable to the Warrant Agent, including by electronic means through a book-based registration system, including CDSX, and forward in full the Exercise Price of the Common Shares being purchased electronically through the Book-Entry Only Based System to the Warrant Agent, following receipt of which the Warrant Agent shall execute the exercise of such Warrants by issuing to CDS the Common Shares to which the exercising Beneficial Owner is entitled pursuant to such exercise of Warrants through the Book-Based System, including CDSX. Any expense associated with the preparation and delivery of the notice of intention to exercise Warrants and payment therefor shall be for the account of the Beneficial Owner exercising Warrants. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the CDS Participant in a manner acceptable to it. A notice in form acceptable to the CDS Participant and payment from such Beneficial Owner should be provided to the CDS Participant sufficiently in advance so as to permit the CDS Participant to deliver notice and payment to the Depository and for the Depository in turn to deliver notice and payment to the Warrant Agent prior to Expiry Time. An electronic exercise of the Warrants initiated by the Beneficial Owner CDS Participant through a Book-Entry Only Systembook based registration system, including CDSX, shall constitute a representation to both the Company Corporation and the Warrant Agent that the Beneficial Owner beneficial owner at the time of exercise of such Warrants (a) is not in the United States; (b) did not acquire the Warrants in the United States or on behalf of, or for the account or benefit of, a U.S. Person or a person in the United States; (c) is not a U.S. Person and is not exercising such Warrants on behalf of a U.S. Person or a person in the United States; and (dc) did not execute or deliver the notice of the owner's ’s intention to exercise such Warrants in the United States. If the CDS Participant is not able to make or deliver the foregoing representation by initiating the electronic exercise of the Warrants, then such Warrants shall be withdrawn from the Book-Entry Only Systembook based registration system, including CDSX, CDSX by the CDS Participant and an individually registered Warrant Certificate shall be issued by the Warrant Agent to such Beneficial Owner or CDS Participant and the exercise procedures set forth in Section 3.1(14.1(a)(b) shall be followed. Payment representing the aggregate Exercise Price must be provided to the appropriate office of the Participant in a manner acceptable to it. A notice in form acceptable to the Participant and payment from such Beneficial Owner should be provided through the Book-Entry Only System sufficiently in advance so as to permit the Participant to deliver notice and payment to CDS and for CDS in turn to deliver notice and payment to the Warrant Agent prior to Time of Expiry. CDS will initiate the exercise by way of the Confirmation and forward the aggregate Exercise Price electronically to the Warrant Agent and the Warrant Agent will execute the exercise by issuing to CDS through the Book- Entry Only System the Warrant Shares to which the exercising Beneficial Owner is entitled pursuant to the exercise. Any expense associated with the preparation and delivery of Exercise Notices will be for the account of the Beneficial Owner exercising the Warrants. (5d) By causing a CDS Participant to deliver the notice of intention to exercise Warrants to CDS, a Warrantholder Beneficial Owner shall be deemed to have irrevocably surrendered his, her or its Warrants so exercised and appointed such CDS Participant to act as his, her or its such Beneficial Owner’s exclusive settlement agent with respect to the exercise and the receipt of Warrant Common Shares in connection with the obligations arising from such exercise. (6e) Any notice which of intention to exercise Warrants that CDS determines to be incomplete, not in proper form or form, not duly executed shall or which is not accompanied by payment in full of the Exercise Price of the Common Shares being purchased shall, for all purposes purposes, be void and of no effect and the exercise to which it relates shall be considered for all purposes not to have been exercised thereby. A failure by a CDS Participant to exercise or to give effect to the settlement thereof in accordance with the Beneficial Owner's ’s instructions will not give rise to any obligations or liability on the part of the Company Corporation or the Warrant Agent to the CDS Participant or the Beneficial Owner. (7) Any . For greater certainty, any exercise referred of Warrants pursuant to in this Section 3.1 shall require that 4.1, subject to Section 4.2, must be accompanied by payment in full of the entire Exercise Price for the Warrant Common Shares subscribed for must be paid at the time of subscription being purchased and such Exercise Price and original Exercise Notice or exercise form executed by the Registered Warrantholder or the Confirmation from CDS must be received by the Warrant Agent prior to the Time of Expiry. (8) Warrants may only be exercised pursuant f) Any exercise form or Subscription Form referred to in this Section 3.1 4.1 shall be signed by or on behalf of a the Registered Warrantholder, as applicableor its executors or administrators or other legal representatives or an attorney of the Registered Warrantholder, who makes duly appointed by an instrument in writing satisfactory to the certifications set forth on the Warrant Agent but such exercise form substantially in need not be executed by the form endorsed on the Warrant CertificateDepository. (9g) If the exercise form set forth in the Warrant Certificate shall have been amended, the Company shall cause the amended exercise form to be forwarded to all registered Warrantholders. (10) Exercise forms, Exercise Notices Subscription Forms and Confirmations must be delivered to the Warrant Agent at any time during the Warrant Agent's ’s actual business hours on any Business Day prior to the Time of ExpiryExpiry Time. Any exercise form, Exercise Notice Subscription Form or Confirmation Confirmations received by the Warrant Agent after business hours on any Business Day other than the Time of Expiry will be deemed to have been received by the Warrant Agent on the next following Business Day. (11h) Any Warrant with respect to which a Confirmation is not received by the Warrant Agent before the Time of Expiry shall be deemed to have expired and become void and all rights with respect to such Warrants shall terminate and be cancelled.

Appears in 1 contract

Sources: Warrant Indenture (Great Panther Silver LTD)