Common use of Warrants and Warrant Shares Clause in Contracts

Warrants and Warrant Shares. All Warrants issued pursuant to this Agreement will, when issued, (i) have been duly created and authorized and validly issued as fully paid securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. All Warrant Shares issuable upon the exercise of the Warrants, (i) have been duly authorized and when issued upon the exercise of the Warrants will be validly issued as fully paid and non-assessable securities in the capital of Buyer Parent, free of any Encumbrance, right of first refusal, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Legal Requirements; and (ii) be freely tradeable after the expiry of applicable hold periods and compliance with resale restrictions and conditions under the applicable Legal Requirements. The certificate representing the Warrants will be in proper form under the laws of British Columbia and comply in all material respects with the requirements of the TSX and the NYSE MKT and will not conflict with the constating documents of Buyer Parent or the laws of British Columbia.