Adjustment in Exercise Price. The Exercise Price shall be subject to adjustment from time to time as follows: 11.2.1 If, at any time after the date hereof and prior to the Expiry Date, the Corporation: 11.2.1.1 subdivides its outstanding Common Shares into a greater number of shares, 11.2.1.2 consolidates its outstanding Common Shares into a smaller number of shares, or 11.2.1.3 issues Common Shares to the holders of all of its outstanding Common Shares by way of a stock dividend or other distribution other than a Dividend Paid in the Ordinary Course, (any of such events being called a "COMMON SHARE REORGANIZATION"), the Exercise Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (the "relevant record date") by multiplying the Exercise Price in effect immediately prior to the relevant record date by a fraction: (i) the numerator of which shall be the number of Common Shares outstanding on the relevant record date before giving effect to the Common Share Reorganization; and (ii) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization. 11.2.2 If, at any time after the date hereof and prior to the Expiry Date, the Corporation fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares (the "relevant record date") under which such holders are entitled, during a period expiring not more than forty five (45) days after the relevant record date (the "RIGHTS PERIOD"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share less than 95% of the Current Market Price on the relevant record date (any of such events being called a "RIGHTS OFFERING"), the Exercise Price shall be adjusted effective immediately after the end of the Rights Period by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction: (i) the numerator of which shall be the aggregate of: (A) the number of Common Shares outstanding on the relevant record date, and (B) the number determined by dividing (1) either (a) the product of the number of Common Shares issued or subscribed for during the Rights Period under the Rights Offering and the price at which such Common Shares were offered, or, as the case may be, (b) the product of the exchange or conversion price of the securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price on the relevant record date; and (ii) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), the number of Common Shares outstanding on the relevant record date plus the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and, in the case of Section 11.2.2(i)(B)(1)(b), the number of Common Shares outstanding at the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period. If a Holder has exercised the Warrants during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period for that Rights Offering then, in addition to the Common Shares to which the
Appears in 2 contracts
Samples: Common Share Purchase Warrants (Viventia Biotech Inc.), Common Share Purchase Warrants (Viventia Biotech Inc.)
Adjustment in Exercise Price. The Exercise Warrant Price shall be subject to adjustment from time to time as follows:
11.2.1 (i) If, at any time after during the date hereof and prior to the Expiry DateTerm of this Agreement, the Corporation:
11.2.1.1 subdivides its outstanding Common Shares into a greater number of shares,
11.2.1.2 consolidates its shares of Common Stock outstanding Common Shares into a smaller number of shares, or
11.2.1.3 issues Common Shares to the holders of all of its outstanding Common Shares is increased by way of a stock dividend payable in shares of Common Stock or other distribution other than by a Dividend Paid in subdivision or split-up of shares of Common Stock, then, following the Ordinary Courserecord date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, (any of such events being called a "COMMON SHARE REORGANIZATION")subdivision or split-up, the Exercise Warrant Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (the "relevant record date") by multiplying the Exercise Price in effect immediately prior to the relevant record date by a fraction:
(i) the numerator of which shall be appropriately decreased so that the number of shares of Common Shares Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding on the relevant record date before giving effect to the Common Share Reorganization; andshares.
(ii) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization.
11.2.2 If, at any time after during the date hereof and prior to the Expiry DateTerm of this Warrant, the Corporation fixes number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares (the "relevant record date") under which such holders are entitled, during a period expiring not more than forty five (45) days after the relevant record date (the "RIGHTS PERIOD"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share less than 95% of the Current Market Price on the relevant record date (any of such events being called a "RIGHTS OFFERING")combination, the Exercise Warrant Price shall be appropriately increased so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) Whenever the Warrant Price shall be adjusted effective immediately after as provided in this Section 10, the end of Corporation shall promptly prepare a statement showing the Rights Period by multiplying facts requiring such adjustment and the Exercise Warrant Price that shall be in effect immediately prior to after such adjustment, setting forth in reasonable detail and certifying the end calculation of the Rights Period by such adjustment. The Corporation shall cause a fraction:
copy of such statement (i) to be filed with the numerator Warrant Agent and (ii) to be sent by mail, first class postage prepaid, to each holder at its, his or her address appearing on the Warrant register. Where appropriate, such copy may be given in advance and may be included as part of which the notice required to be mailed under the provisions of clause (v) of this Section 10(b). The Warrant Agent shall be the aggregate of:fully protected in relying on any such statement and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such statement. 4
(Aiv) the number of Common Shares outstanding Adjustments made pursuant to this Section 10 shall be made on the relevant record datedate such dividend, and
(B) the number determined by dividing (1) either (a) the product of the number of Common Shares issued subdivision, split-up, combination or subscribed for during the Rights Period under the Rights Offering and the price at which such Common Shares were offered, ordistribution, as the case may be, (b) is made, and shall become effective at the product opening of the exchange or conversion price of the securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price business on the relevant record date; and
(ii) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), the number of Common Shares outstanding on the relevant record date plus the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and, in the case of Section 11.2.2(i)(B)(1)(b), the number of Common Shares outstanding at the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period. If a Holder has exercised the Warrants during the period beginning immediately after business day next following the record date for a Rights Offering and ending on the last day determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(v) In the event the Corporation shall propose to take any action of the Rights Period for that Rights Offering thentypes described in this Section 10, the Corporation shall forward, at the same time and in addition the same manner, to holder such notice, if any, which the Corporation shall give to the Common Shares holders of capital stock of the Corporation.
(vi) In any case in which the provisions of this Section 10 shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event, issuing to which theany holder of all or any part of any Warrant that exercised all or part of such Warrant after such record date, and before the occurrence of such event, the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Corporation shall deliver to such holder a due bxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 2 contracts
Samples: Warrant Agreement (Corning Natural Gas Corp), Warrant Agreement (Corning Natural Gas Corp)
Adjustment in Exercise Price. The Exercise Warrant Price shall be subject to adjustment from time to time as follows:
11.2.1 (i) If, at any time after during the date hereof and prior to the Expiry DateTerm of this Warrant Agreement, the Corporation:
11.2.1.1 subdivides its outstanding Common Shares into a greater number of shares,
11.2.1.2 consolidates its shares of Common Stock outstanding Common Shares into a smaller number of shares, or
11.2.1.3 issues Common Shares to the holders of all of its outstanding Common Shares is increased by way of a stock dividend payable in shares of Common Stock or other distribution other than by a Dividend Paid in subdivision or split-up of shares of Common Stock, then, following the Ordinary Courserecord date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, (any of such events being called a "COMMON SHARE REORGANIZATION")subdivision or split-up, the Exercise Warrant Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (the "relevant record date") by multiplying the Exercise Price in effect immediately prior to the relevant record date by a fraction:
(i) the numerator of which shall be appropriately decreased so that the number of shares of Common Shares Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding on the relevant record date before giving effect to the Common Share Reorganization; andshares.
(ii) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization.
11.2.2 If, at any time after during the date hereof and prior to the Expiry DateTerm of this Warrant, the Corporation fixes number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares (the "relevant record date") under which such holders are entitled, during a period expiring not more than forty five (45) days after the relevant record date (the "RIGHTS PERIOD"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share less than 95% of the Current Market Price on the relevant record date (any of such events being called a "RIGHTS OFFERING")combination, the Exercise Warrant Price shall be appropriately increased so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) Whenever the Warrant Price shall be adjusted effective immediately after as provided in this Section 11, Company shall promptly prepare a statement showing the end of facts requiring such adjustment and the Rights Period by multiplying the Exercise Warrant Price that shall be in effect immediately prior to after such adjustment, setting forth in reasonable detail and certifying the end calculation of the Rights Period by such adjustment. Company shall cause a fraction:
(i) the numerator copy of which shall be the aggregate of:
such statement (A) to be filed with the number of Common Shares outstanding on the relevant record date, and
Warrant Agent and (B) cause a copy of such statement to be sent by mail, first class postage prepaid, to each Holder at its, his or her address appearing on the number determined by dividing (1) either (a) the product Warrant register. Where appropriate, such copy may be given in advance and may be included as part of the number of Common Shares issued or subscribed for during the Rights Period notice required to be mailed under the Rights Offering provisions of clause (v) of this Section 11(b). The Warrant Agent shall be fully protected in relying on any such statement and on any adjustement therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such statement.
(iv) Adjustments made pursuant to this Section 11 shall be made on the price at which date such Common Shares were offereddividend, orsubdivision, split-up, combination or distribution, as the case may be, (b) is made, and shall become effective at the product opening of the exchange or conversion price of the securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price business on the relevant record date; and
(ii) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), the number of Common Shares outstanding on the relevant record date plus the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and, in the case of Section 11.2.2(i)(B)(1)(b), the number of Common Shares outstanding at the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period. If a Holder has exercised the Warrants during the period beginning immediately after business day next following the record date for a Rights Offering and ending on the last day determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(v) In the event Company shall propose to take any action of the Rights Period for that Rights Offering thentypes described in this Section 11, Company shall forward to each Holder, at the same time and in addition the same manner, such notice, if any, which Company shall give to the Common Shares holders of capital stock of Company.
(vi) In any case in which the provisions of this Section 11 shall require that an adjustment shall become effective immediately after a record date for an event, Company may defer until the occurrence of such event, issuing to which theany Holder of all or any part of any Warrant that exercised all or part of such Warrant after such record date, and before the occurrence of such event, the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that Company shall deliver to such Holder a due xxxx or other appropriate instrument evidencing such Holder's right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Samples: Warrant Agreement (Orbimage Inc)
Adjustment in Exercise Price. The Exercise Warrant Price shall be subject to adjustment from time to time as follows:
11.2.1 (i) If, at any time after during the date hereof and prior to the Expiry DateTerm of this Agreement, the Corporation:
11.2.1.1 subdivides its outstanding Common Shares into a greater number of shares,
11.2.1.2 consolidates its shares of Common Stock outstanding Common Shares into a smaller number of shares, or
11.2.1.3 issues Common Shares to the holders of all of its outstanding Common Shares is increased by way of a stock dividend payable in shares of Common Stock or other distribution other than by a Dividend Paid in subdivision or split-up of shares of Common Stock, then, following the Ordinary Courserecord date fixed for the determination of holders of Common Stock entitled to receive such stock dividend, (any of such events being called a "COMMON SHARE REORGANIZATION")subdivision or split-up, the Exercise Warrant Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (the "relevant record date") by multiplying the Exercise Price in effect immediately prior to the relevant record date by a fraction:
(i) the numerator of which shall be appropriately decreased so that the number of shares of Common Shares Stock issuable upon the exercise hereof shall be increased in proportion to such increase in outstanding on the relevant record date before giving effect to the Common Share Reorganization; andshares.
(ii) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization.
11.2.2 If, at any time after during the date hereof and prior to the Expiry DateTerm of this Warrant, the Corporation fixes number of shares of Common Stock outstanding is decreased by a combination of the outstanding shares of Common Stock, then, following the record date for the issue of rights, options or warrants to the holders of all or substantially all of its outstanding Common Shares (the "relevant record date") under which such holders are entitled, during a period expiring not more than forty five (45) days after the relevant record date (the "RIGHTS PERIOD"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at an exchange or conversion price per share less than 95% of the Current Market Price on the relevant record date (any of such events being called a "RIGHTS OFFERING")combination, the Exercise Warrant Price shall be appropriately increased so that the number of shares of Common Stock issuable upon the exercise hereof shall be decreased in proportion to such decrease in outstanding shares.
(iii) Whenever the Warrant Price shall be adjusted effective immediately after as provided in this Section 10, the end of Corporation shall promptly prepare a statement showing the Rights Period by multiplying facts requiring such adjustment and the Exercise Warrant Price that shall be in effect immediately prior to after such adjustment, setting forth in reasonable detail and certifying the end calculation of the Rights Period by such adjustment. The Corporation shall cause a fraction:
copy of such statement (i) to be filed with the numerator Warrant Agent and (ii) cause a copy of which such statement to be sent by mail, first class postage prepaid, to each holder at its, his or her address appearing on the Warrant register. Where appropriate, such copy may be given in advance and may be included as part of the notice required to be mailed under the provisions of clause (v) of this Section 10(b). The Warrant Agent shall be the aggregate of:fully protected in relying on any such statement and on any adjustment therein contained and shall not be deemed to have knowledge of such adjustment unless and until it shall have received such statement. 4
(Aiv) the number of Common Shares outstanding Adjustments made pursuant to this Section 10 shall be made on the relevant record datedate such dividend, and
(B) the number determined by dividing (1) either (a) the product of the number of Common Shares issued subdivision, split-up, combination or subscribed for during the Rights Period under the Rights Offering and the price at which such Common Shares were offered, ordistribution, as the case may be, (b) is made, and shall become effective at the product opening of the exchange or conversion price of the securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price business on the relevant record date; and
(ii) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), the number of Common Shares outstanding on the relevant record date plus the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering and, in the case of Section 11.2.2(i)(B)(1)(b), the number of Common Shares outstanding at the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period. If a Holder has exercised the Warrants during the period beginning immediately after business day next following the record date for a Rights Offering and ending on the last day determination of stockholders entitled to such dividend, subdivision, split-up, combination or distribution.
(v) In the event the Corporation shall propose to take any action of the Rights Period for that Rights Offering thentypes described in this Section 10, the Corporation shall forward, at the same time and in addition the same manner, to holder such notice, if any, which the Corporation shall give to the Common Shares holders of capital stock of the Corporation.
(vi) In any case in which the provisions of this Section 10 shall require that an adjustment shall become effective immediately after a record date for an event, the Corporation may defer until the occurrence of such event, issuing to which theany holder of all or any part of any Warrant that exercised all or part of such Warrant after such record date, and before the occurrence of such event, the additional shares of capital stock issuable upon such exercise by reason of the adjustment required by such event over and above the shares of capital stock issuable upon such exercise before giving effect to such adjustment exercise; provided, however, that the Corporation shall deliver to such holder a due bxxx or other appropriate instrument evidencing such holder’s right to receive such additional shares upon the occurrence of the event requiring such adjustment.
Appears in 1 contract
Adjustment in Exercise Price. The Exercise Price shall be subject to adjustment from time to time as follows:
11.2.1 (i) If, at any time after the date hereof and prior to the Expiry Date, the CorporationCompany:
11.2.1.1 (A) subdivides its outstanding Common Shares into a greater number of shares,, or
11.2.1.2 (B) consolidates its outstanding Common Shares into a smaller number of shares, or
11.2.1.3 (C) issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of all of its outstanding Common Shares by way of as a stock dividend or other distribution (other than an issue of Common Shares to holders of Common Shares pursuant to a Dividend right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary CourseCourse and other than an issue of Common Shares on account of the exercise of options granted from time to time under the Company's Stock Option Plan;
(D) makes a distribution to all or substantially all of the holders of Common Shares of its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares (other than an issue of Common Shares to holders of Common Shares pursuant to a right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course and other than an issue of Common Shares on account of the exercise of options granted from time to time under the Company's Stock Option Plan), (any of such events being called a "COMMON SHARE REORGANIZATIONCommon Share Reorganization"), the Exercise Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (Reorganization, as the "relevant record date") case may be, by multiplying the Exercise Price in effect immediately prior to the relevant effective date or record date date, as the case may be, by a fraction:
(i1) the numerator of which shall be the number of Common Shares outstanding on the relevant record date before giving effect to the Common Share Reorganization; and
(ii2) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization, including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date. 5
(ii) If any question at any time arises with respect to the Exercise Price or the number of Common Shares issuable upon the exercise of the Warrants, such question shall be conclusively determined by the auditors from time to time of the Company, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the Company with the concurrence of the Holder, and any such determination shall be binding upon the Holder and the Company. If any such determination is made, the Company shall deliver a certificate to the Holder describing such determination.
11.2.2 If, (iii) If and whenever at any time after the date hereof and prior to the Expiry Date, Date the Corporation Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all the holders of its outstanding Common Shares (not including rights, options or warrants issued under the "relevant record date"Company's Stock Option Plan) under which such holders are entitled, during a period expiring not more than forty five (45) 45 days after the relevant record date of such issue (the "RIGHTS PERIODRights Period"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange or conversion price per share during the Rights Period to the holder in the case of securities exchangeable for or convertible into Common Shares) of less than 95% of the Current Market Price for the Common Shares on the relevant such record date (any of such events being called a "RIGHTS OFFERINGRights Offering"), then the Exercise Price shall will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:
(iA) the numerator of which shall will be the aggregate of:
(A1) the number of Common Shares outstanding on as of the relevant record datedate for the Rights Offering, and
(B2) the a number determined by dividing (1) by either (aA) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares were are offered, or, as the case may be, (bB) the product of the exchange or conversion price of the such securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price on of the relevant Common Shares as of the record date; date for the Rights Offering, and
(iiB) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), will be the number of Common Shares outstanding, or the number of Common Shares which would be outstanding on if all the relevant record date plus exchangeable or convertible securities were exchanged for or converted into Common Shares during the Rights Period, after giving effect to the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering andRight Offering. For the purposes of this section "Current Market Price" determined as at any date means the weighted average trading price per share for the Common Shares for the twenty (20) consecutive Trading Days ending on the fifth (5th) Trading Day before such date on the Toronto Stock Exchange, in or, if the Common Shares are not listed thereon, on such stock exchange on which the Common Shares are listed as may be selected for such purpose by the board of directors of the Company or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market; and for the purpose of this definition, the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold during such period of twenty (20) consecutive Trading Days on such exchange or market, as the case of Section 11.2.2(i)(B)(1)(b)may be, by the total number of Common Shares outstanding at the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Periodsold. If a the Holder has exercised the Warrants right to convert the Common Shares in accordance with this Section 10(b)(iii) during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period for that the Rights Offering thenOffering, the Holder will, in addition to the Common Shares to which thethe Holder would otherwise be entitled upon such conversion, be entitled to that number of additional Common Shares equal to the result obtained when the difference, if any, between the Exercise Price in effect immediately prior to the end of such Rights Offering and the Exercise Price as adjusted for such Rights Offering pursuant to this section 10(b)(iii) is multiplied by the number of Common Shares received upon the exercise of the Warrants during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within 15 business days following the end of the Rights Period. To the extent that any such rights, options or warrants are not so exercised on or before the expiry thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or the securities convertible into or exchangeable for Common Shares) actually delivered on the exercise of such rights, options or warrants.
(iv) If and whenever at any time after the date hereof and prior to the Expiry Date, the Company fixes a record date for the issue or the distribution to all or substantially all the holders of the Common Shares of (i) securities of the Company, including rights, options or warrants to acquire securities of the Company or any of its properties or assets and including evidences of indebtedness or (ii) any property or other assets including evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being called a "Special Distribution") the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:
(A) the numerator of which will be:
(1) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2) the fair market value, as determined by action by the Directors (whose determination will be conclusive), to the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and
(B) the denominator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the common shares on such record date. To the extent that any Special Distribution is not so made, the Conversion Price will be readjusted effective immediately to the Exercise Price which would then be in effect based upon such securities or property or other assets as actually distributed.
(v) If the purchase price provided for in any rights, options or warrants (the "Rights Offering Price" referred to in subsections 10(b)(iii) and 10(b)(iv)) is decreased, the Exercise Price will forthwith be changed so as to decrease the Exercise Price to the Exercise Price that would have been obtained if the adjustment to the Exercise Price made under subsections 10(b)(iii) and 10(b)(iv), as the case may be, with respect to such rights, options, or warrants had been made on the basis of the Rights Offering Price as so decreased, provided that the terms of this subsection will not apply to any decrease in the Rights Offering Price as so decreased, provided that the terms of this subsection will not apply to any decrease in the Rights Offering Price resulting from terms in any such rights, options or warrants designed to prevent dilution except to the extent that the resulting decrease in the 8 Exercise Price under this subsection would be greater than the decrease, if any, in the Exercise Price to be made under the terms of this section by virtue of the occurrence of the event giving rise to such decrease in the Rights Offering Price.
Appears in 1 contract
Adjustment in Exercise Price. The Exercise Price shall be subject to adjustment from time to time as follows:
11.2.1 (i) If, at any time after the date hereof and prior to the Expiry Date, the CorporationCompany:
11.2.1.1 (A) subdivides its outstanding Common Shares into a greater number of shares,, or
11.2.1.2 (B) consolidates its outstanding Common Shares into a smaller number of shares, or
11.2.1.3 (C) issues Common Shares or securities exchangeable for or convertible into Common Shares to all or substantially all the holders of all of its outstanding Common Shares by way of as a stock dividend or other distribution (other than an issue of Common Shares to holders of Common Shares pursuant to a Dividend right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary CourseCourse and other than an issue of Common Shares on account of the exercise of options granted from time to time under the Company's Stock Option Plan;
(D) makes a distribution to all or substantially all of the holders of Common Shares of its outstanding Common Shares payable in Common Shares or securities exchangeable for or convertible into Common Shares (other than an issue of Common Shares to holders of Common Shares pursuant to a right granted to such holders to receive such Common Shares in lieu of Dividends Paid in the Ordinary Course and other than an issue of Common Shares on account of the exercise of options granted from time to time under the Company's Stock Option Plan), (any of such events being called a "COMMON SHARE REORGANIZATIONCommon Share Reorganization"), the Exercise Price shall be adjusted effective immediately after the record date on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization (Reorganization, as the "relevant record date") case may be, by multiplying the Exercise Price in effect immediately prior to the relevant effective date or record date date, as the case may be, by a fraction:
(i1) the numerator of which shall be the number of Common Shares outstanding on the relevant record date before giving effect to the Common Share Reorganization; and
(ii2) the denominator of which shall be the number of Common Shares outstanding on the relevant record date after giving effect to the Common Share Reorganization, including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date.
11.2.2 If(ii) If any question at any time arises with respect to the Exercise Price or the number of Common Shares issuable upon the exercise of the Warrants, such question shall be conclusively determined by the auditors from time to time of the Company, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the Company with the concurrence of the Holder, and any such determination shall be binding upon the Holder and the Company. If any such determination is made, the Company shall deliver a certificate to the Holder describing such determination.
(iii) If and whenever at any time after the date hereof and prior to the Expiry Date, Date the Corporation Company fixes a record date for the issue of rights, options or warrants to the holders of all or substantially all the holders of its outstanding Common Shares (not including rights, options or warrants issued under the "relevant record date"Company's Stock Option Plan) under which such holders are entitled, during a period expiring not more than forty five (45) 45 days after the relevant record date of such issue (the "RIGHTS PERIODRights Period"), to subscribe for or purchase Common Shares at a price per share, or securities exchangeable for or convertible into Common Shares at a price per share to the holder (or at an exchange or conversion price per share during the Rights Period to the holder in the case of securities exchangeable for or convertible into Common Shares) of less than 95% of the Current Market Price for the Common Shares on the relevant such record date (any of such events being called a "RIGHTS OFFERINGRights Offering"), then the Exercise Price shall will be adjusted effective immediately after the end of the Rights Period to a price determined by multiplying the Exercise Price in effect immediately prior to the end of the Rights Period by a fraction:
(iA) the numerator of which shall will be the aggregate of:
(A1) the number of Common Shares outstanding on as of the relevant record datedate for the Rights Offering, and
(B2) the a number determined by dividing (1) by either (aA) the product of the number of Common Shares issued or subscribed for during the Rights Period upon the exercise of the rights, warrants or options under the Rights Offering and the price at which such Common Shares were are offered, or, as the case may be, (bB) the product of the exchange or conversion price of the such securities exchangeable for or convertible into Common Shares and the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period, by (2) the Current Market Price on of the relevant Common Shares as of the record date; date for the Rights Offering, and
(iiB) the denominator of which shall be, in the case of Section 11.2.2(i)(B)(1)(a), will be the number of Common Shares outstanding, or the number of Common Shares which would be outstanding on if all the relevant record date plus exchangeable or convertible securities were exchanged for or converted into Common Shares during the Rights Period, after giving effect to the Rights Offering and including the number of Common Shares actually issued or subscribed for during the Rights Period upon exercise of the rights, warrants or options under the Rights Offering andRight Offering. 6 For the purposes of this section "Current Market Price" determined as at any date means the weighted average trading price per share for the Common Shares for the twenty (20) consecutive Trading Days ending on the fifth (5th) Trading Day before such date on the Toronto Stock Exchange, in or, if the Common Shares are not listed thereon, on such stock exchange on which the Common Shares are listed as may be selected for such purpose by the board of directors of the Company or, if the Common Shares are not listed on any stock exchange, then on the over-the-counter market; and for the purpose of this definition, the weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold during such period of twenty (20) consecutive Trading Days on such exchange or market, as the case of Section 11.2.2(i)(B)(1)(b)may be, by the total number of Common Shares outstanding at so sold; If the relevant record date plus the number of Common Shares for or into which the securities so offered pursuant to the Rights Offering could have been exchanged or converted during the Rights Period. If a Holder has exercised the Warrants right to convert the Common Shares in accordance with this Section 10(b)(iii) during the period beginning immediately after the record date for a Rights Offering and ending on the last day of the Rights Period for that the Rights Offering thenOffering, the Holder will, in addition to the Common Shares to which thethe Holder would otherwise be entitled upon such conversion, be entitled to that number of additional Common Shares equal to the result obtained when the difference, if any, between the Exercise Price in effect immediately prior to the end of such Rights Offering and the Exercise Price as adjusted for such Rights Offering pursuant to this section I0(b)(iii) is multiplied by the number of Common Shares received upon the exercise of the Warrants during such period, and the resulting product is divided by the Exercise Price as adjusted for such Rights Offering pursuant to this subsection. Such additional Common Shares will be deemed to have been issued to the Holder immediately following the end of the Rights Period and a certificate for such additional Common Shares will be delivered to such Holder within 15 business days following the end of the Rights Period. To the extent that any such rights, options or warrants are not so exercised on or before the expiry thereof, the Exercise Price will be readjusted to the Exercise Price which would then be in effect based on the number of Common Shares (or the securities convertible into or exchangeable for Common Shares) actually delivered on the exercise of such rights, options or warrants.
(iv) If and whenever at any time after the date hereof and prior to the Expiry Date, the Company fixes a record date for the issue or the distribution to all or substantially all the holders of the Common Shares of (i) securities of the Company, including rights, options or warrants to acquire securities of the Company or any of its properties or assets and including evidences of indebtedness or (ii) any property or other assets including evidences of indebtedness, and if such issuance or distribution does not constitute a Dividend Paid in the Ordinary Course, a Common Share Reorganization or a Rights Offering (any of such non-excluded events being called a "Special Distribution") the Exercise Price will be adjusted effective immediately after such record date to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:
(A) the numerator of which will be:
(1) the product of the number of Common Shares outstanding on such record date and the Current Market Price of the Common Shares on such record date; less
(2) the fair market value, as determined by action by the Directors (whose determination will be conclusive), to the holders of Common Shares of such securities or property or other assets so issued or distributed in the Special Distribution; and
(B) the denominator of which will be the product of the number of Common Shares outstanding on such record date and the Current Market Price of the common shares on such record date. To the extent that any Special Distribution is not so made, the Conversion Price will be readjusted effective immediately to the Exercise Price which would then be in effect based upon such securities or property or other assets as actually distributed.
(v) If the purchase price provided for in any rights, options or warrants (the "Rights Offering Price" referred to in subsections 10(b)(iii) and 10(b)(iv)) is decreased, the Exercise Price will forthwith be changed so as to decrease the Exercise Price to the Exercise Price that would have been obtained if the adjustment to the Exercise Price made under subsections 10(b)(iii) and I0(b)(iv), as the case may be, with respect to such rights, options, or warrants had been made on the basis of the Rights Offering Price as so decreased, provided that the terms of this subsection will not apply to any decrease in the Rights Offering Price as so decreased, provided that the terms of this subsection will not apply to any decrease in the Rights Offering Price resulting from terms in any such rights, options or warrants designed to prevent dilution except to the extent that the resulting decrease in the Exercise Price under this subsection would be greater than the decrease, if any, in the Exercise Price to be made under the terms of this section by virtue of the occurrence of the event giving rise to such decrease in the Rights Offering Price. 8
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