Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) After any adjustment pursuant to this Section 4.1, the term Common Shares where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 3 contracts

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

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a ~~smaller~~ lesser number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable ~~into~~ for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) property or assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of ~~indebtedness~~ indebtedness, property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of ~~indebtedness~~ indebtedness, property or assets as are actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term “Dividends Paid in the Ordinary ~~Course~~ Course” shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a ~~sale~~ sale, transfer or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (gf) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the ~~Toronto~~ American Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of ~~indebtedness~~ indebtedness, property or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (hg) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in ~~effect~~effect or a change in the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share, as the case may be; provided, however, that any adjustments which by reason of this subsection ~~4.1(h~~4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (ih) After any adjustment pursuant to this Section 4.1, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 2 contracts

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

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Subscription Receipts shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Rights Offering Closing Date until the earlier of the deemed exercise or expiry of the Subscription Receipts, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares~~, or~~; (iii) issue ~~Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost~~ to ~~the holders of~~ all or substantially all of the ~~outstanding~~ holders of the Common ~~Shares~~ Shares, by way of a stock distribution, stock dividend or ~~other distribution (other than the issue of~~ otherwise, Common Shares ~~to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the~~ or securities convertible into Common Shares), ; (any of ~~such~~ the events described in ~~these clauses~~ (i), (ii) and (iii) being ~~called~~ referred to as a “~~Common~~ Share Reorganization”)~~, then effective~~ ; the Exchange Number shall be adjusted immediately after the record date at which the holders of the Common Shares are determined for the ~~purposes~~ purpose of ~~the Common~~ such Share ~~Reorganization, the Exercise Price shall be adjusted~~ Reorganization by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price Exchange Number in effect on ~~such~~ the record date by a fraction of which the numerator shall be the total number of Common Shares outstanding ~~on such record date plus a number of Common Shares equal~~ immediately after giving effect to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, Share Reorganization and ~~of which~~ the denominator shall be the total number of Common Shares outstanding on immediately prior to such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such date. Such adjustment shall be made successively whenever ~~such a record date is fixed;~~ any event referred to ~~the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price~~ in this subsection shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.occur; (cb) If if and whenever at any time ~~during~~ from the ~~Adjustment Period,~~ Rights Offering Closing Date until the ~~Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether~~ earlier of the ~~Corporation~~ deemed exercise or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account expiry of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment PeriodSubscription Receipts, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity ~~or a liquidation, dissolution or winding up of the Corporation~~ (any of such ~~events~~ event being ~~hereinafter~~ called a “Capital Reorganization”), any ~~Warrantholder~~ Subscription Receiptholder who has not exercised its right of acquisition under its Subscription Receipts prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares ~~then sought~~ such Subscription Receiptholder would otherwise be entitled to ~~be acquired by it~~acquire, the number of shares and warrants or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance may be made, as the case may be, that such ~~Warrantholder~~ Subscription Receiptholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the ~~Warrantholder~~ Subscription Receiptholder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the ~~Trustee~~ Corporation to give effect to or to evidence the provisions of this subsection ~~4.1(d~~4.1(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an ~~indenture~~ agreement which shall provide, to the extent possible, for the application of the provisions set forth in this ~~Indenture~~ Agreement with respect to the rights and interests thereafter of the ~~Warrantholders~~ Subscription Receiptholders to the end that the provisions set forth in this ~~Indenture~~ Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a ~~Warrantholder~~ Subscription Receiptholder is entitled on the exercise of its acquisition rights thereafter. Any ~~indenture~~ agreement entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~4.1(b) shall be a supplemental ~~indenture~~ agreement entered into pursuant to the provisions of Article 8IX hereof. Any ~~indenture~~ agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassification, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; (ec) ~~Notwithstanding~~ if and whenever at any ~~other provision of this Indenture, in~~ time from the ~~event of a Corporate Transaction, each Warrant will terminate immediately prior to~~ Rights Offering Closing Date until the ~~specified effective date~~ earlier of the ~~Corporate Transaction, unless the Warrant is assumed by the successor corporation (~~deemed exercise or ~~person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors~~ expiry of the ~~Corporation~~Subscription Receipts, the Corporation ~~will give notice~~ shall issue rights, options or warrants to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), substantially all the holders of the Common Shares pursuant to which those holders are entitled to subscribe for, purchase or otherwise acquire Common Shares or Convertible Securities within a period of 45 days from the date of issue thereof at a price, or at a conversion price, of less than 95% of the Current Market Price at the record date for such distribution (any such issuance being herein called a “Rights Offering” and Common Shares that may be acquired in exercise of the Rights Offering or upon conversion of the Convertible Securities offered by the Rights Offering being herein called the “Offered Shares”), the Exchange Number shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for the purposes of the Rights Offering to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction (a) the numerator of which shall be the sum of (i) the number of Common Shares outstanding ~~Warrants receive~~ on the record date for the rights offering plus (ii) the number of Offered Shares offered pursuant to the Rights Offering or the maximum number of Offered Shares into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be; and (b) the denominator of which shall be the sum of (i) the number of Common Shares outstanding on the record date for the Rights Offering; and (ii) the number arrived at when (A) either the product of (1) the number of Offered Shares so offered and (2) the price at which those Common Shares are offered, or the product of (3) the conversion price thereof and (4) the maximum number of Offered Shares for or into which the Convertible Securities so offered pursuant to the Rights Offering may be converted, as the case may be, is divided by (B) the Current Market Price of the Common Shares on the record date. Any Offered Shares owned by or ~~securities exchangeable~~ held for ~~or convertible into Common Shares referred~~ the account of the Corporation shall be deemed not to ~~in subsection 4.1(a),~~ be outstanding for the purpose of any computation; if all the rights, options or warrants ~~referred~~ are not so issued or if all rights, options or warrants are not exercised prior to the expiration thereof, the Exchange Number shall be readjusted to the Exchange Number in ~~subsection 4.1(b~~effect immediately prior to the record date and the Exchange Number shall be further adjusted based upon the number of Offered Shares (or Convertible Securities into Offered Shares) actually delivered upon the exercise of the rights, options or warrants, as the ~~securities~~case may be, but subject to any other adjustment required hereunder by reason of any event arising after that record date; (d) if and whenever at any time from the Rights Offering Closing Date until the earlier of the deemed exercise or expiry of the Subscription Receipts, the Corporation shall issue or distribute to all or substantially all the holders of the Common Shares (i) shares of any class other than Common Shares, or (ii) rights, options or warrants other than rights, options or warrants exercisable within 45 days from the date of issue thereof at a price, or at a conversion price, of at least 95% of the Current Market Price at the record date for such distribution, or (iii) evidences of indebtedness, or (iv) any other assets and that issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of those events being herein called a “Special Distribution”), the Exchange Number shall be adjusted effective immediately after the record date at which the holders of Common Shares are determined for purposes of the Special Distribution to an Exchange Number that is the product of (1) the Exchange Number in effect on the record date and (2) a fraction (a) the numerator of which shall be the product of (i) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Subscription Receiptholders would be entitled to receive upon exercise of all their outstanding Subscription Receipts if they were exercised on the record date and (ii) the Current Market Price thereof on that date; and (b) the denominator of which shall be the product of (A) the sum of the number of Common Shares outstanding on the record date plus the number of Common Shares which the Subscription Receiptholders would be entitled to receive upon exercise of all their outstanding Subscription Receipts if they were exercised on the record date and (B) the Current Market Price thereof on that date, less, the aggregate fair market value, as determined by the directors, whose determination shall, absent manifest error, be conclusive, of the shares, rights, options, warrants, evidences of indebtedness or other assets issued or distributed in the Special Distribution. Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that the distribution of shares, rights, options, warrants, evidences of indebtedness or assets ~~referred~~ if not so made or to the extent that any rights, options or warrants so distributed are not exercised, the Exchange Number shall be readjusted to the Exchange Number that would then be in ~~subsection 4.1(c)~~effect based upon the shares, rights, options, warrants, evidences of indebtedness or assets actually distributed or based upon the number of Common Shares or convertible securities actually delivered upon the exercise of the rights, options or warrants, as the case may be, ~~in such kind and number as they would have received if they had been holders~~ but subject to any other adjustment required hereunder by reason of ~~Common Shares on~~ any event arising after the ~~applicable~~ record ~~date or effective~~ date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be.; (he) ~~The~~ the adjustments provided for in this ~~Section 4.1~~ Article IV in the number of Common Shares and classes of securities which are to be received on the exercise of Subscription Receipts are cumulative ~~and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent~~ and shall apply to successive issues, subdivisions~~, redivisions, reductions~~, combinations, consolidations, ~~distributions, issues or~~ distributions and any other events ~~resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no~~ that would require an adjustment of the ~~Exercise Price shall be required unless such adjustment would require an increase~~ Exchange Number or ~~decrease of at least 1% in~~ the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) kind securities issuable hereunder. After any adjustment pursuant to this ~~Section 4.1~~Section, the term “Common ~~Shares~~ Shares” where used in this ~~Indenture~~ Agreement shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~Section, the ~~Warrantholder~~ Subscription Receiptholder is entitled to receive upon the exercise of ~~his Warrant~~ its Subscription Receipt, and the number of Common Shares indicated by any exercise made pursuant to a ~~Warrant~~ Subscription Receipt shall be interpreted to mean the number of Common Shares or other property or securities a ~~Warrantholder~~ Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~Section, upon the full exercise of a ~~Warrant~~Subscription Receipt; (f) if and whenever at any time from the Rights Offering Closing Date until the earlier of the deemed exercise or expiry of the Subscription Receipts, the Corporation shall reclassify or otherwise change the outstanding Common Shares, the exercise right shall be adjusted effective immediately upon the reclassification becoming effective so that holders of Subscription Receipts who exercise their rights thereafter shall be entitled to receive Common Shares as they would have received had the Subscription Receipts been exercised immediately prior to the effective date, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Article IV.

Appears in 1 contract

Samples: Subscription Receipt Agreement (Catalyst Paper Corp)

Adjustment of Number of Common Shares. The acquisition ~~rights~~ rights, as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “"Common Share Reorganization”"), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to this subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term "Dividends Paid in the Ordinary ~~Course~~ Course" shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other ~~entity~~entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “"Capital Reorganization”"), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or of the parent entity of such resulting entity, or of such entity to which such sale or conveyance ~~may be~~ has been made, as the case may be, that such Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the ~~Trustee~~ Warrant Agent to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Supplemental Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Supplemental Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the ~~Trustee~~ Warrant Agent pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the ~~Trustee~~ Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s 's right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to ~~subsection 4.1(b)~~this Section 4.1. (gf) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if~~, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading)~~, the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (hg) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in ~~effect~~effect or a change in the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share, as the case may be; provided, however, that any adjustments which by reason of this subsection ~~4.1(h~~4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (ih) After any adjustment pursuant to this Section 4.1, the term "Common ~~Shares~~ Shares" where used in this Supplemental Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of ~~his~~ such holder's Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

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

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares,~~ in effect at any date attaching to the Warrants ~~in effect at any date, and the Exercise Price in respect thereof,~~ shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares (or securities exchangeable for or convertible into Common ~~Shares at no additional cost~~ Shares) to ~~the holders of~~ all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of~~ Dividends Paid in the Ordinary ~~Course~~ Course) (as hereinafter defined); the Exercise Price in effect on the ~~Common Shares), (any~~ effective date of such ~~events in these clauses (i)~~subdivision or consolidation, ~~(ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after~~ or on the record date ~~at which~~ of such stock dividend, as the ~~holders of Common Shares are determined for the purposes of the Common Share Reorganization~~case may be, ~~the Exercise Price~~ shall be adjusted to equal the price determined by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a ~~fraction,~~ fraction of which the numerator ~~of which~~ shall be the total number of Common Shares outstanding ~~on such record date before giving effect~~ immediately prior to such ~~Common Share Reorganization~~ a date and the denominator ~~of which~~ shall be the total number of Common Shares ~~outstanding~~ immediately after ~~giving effect~~ such date. Such adjustment shall be made successively whenever any event referred to in this subsection (a) shall occur, and any such ~~Common Share Reorganization (including, in the case where securities exchangeable for or convertible into~~ issue of Common Shares ~~at no additional cost are distributed,~~ by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares ~~that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date~~under subsections (b) and (c). Upon any adjustment to of the Exercise Price pursuant to this subsection ~~4.1(a~~(a), the number of ~~Common~~ Shares subject to the right of purchase under each Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment.~~adjustments; (b) If if and whenever at any time ~~during~~ after the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the ~~issuance~~ distribution to all or substantially all of the holders of Common Shares of rights, options or warrants ~~to all or substantially all~~ (other than the ~~holders of its outstanding Common Shares~~ Warrants) entitling ~~them,~~ them for a period expiring not more than 45 forty-five days after such record ~~date,~~ date to subscribe for or purchase Common Shares (or securities convertible ~~or exchangeable~~ into Common Shares) at a price ~~per share~~ (or having a conversion price or exchange ~~price per share~~price) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date ~~multiplied~~ plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributedPrice, and of which the denominator shall be the total number of Common Shares outstanding on such record date ~~multiplied by such Current Market Price~~plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that ~~such distribution is~~ any rights, options or warrants are not so ~~made~~issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such ~~shares or~~ rights, ~~options~~ option or ~~warrants or evidences of indebtedness or assets actually is distributed~~warrants, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders.; (dc) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, there is a reclassification of or other change to the outstanding Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the ~~Corporation~~ Corporation, other than pursuant to the Merger Agreement as defined in the Prospectus or consolidations, amalgamations, arrangements or mergers which do not result in any reclassification of the Common Shares or a change of the Common Shares into other shares, with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or other than to a ~~liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~Subsidiary, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~reclassification, reorganization, merger, amalgamation, arrangement or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares ~~sought to~~ receivable upon the exchange of Warrants then held. No reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance shall be ~~acquired by it and to which it was~~ carried into effect unless all necessary steps shall have been taken so that the holders of Warrants shall thereafter be entitled to ~~acquire upon exercise~~ receive the number of shares or other securities or property of the ~~Warrants~~Corporation, or of the continuing, successor or purchasing corporation or entity, as the case may be, under the reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Article 4. If the shares, securities or property are not “Shares” within the meaning of the Act, such requirement to accept these shares, securities or property in lieu of the Common Shares shall not be subject to approval of the Warrantholders. If determined appropriate by the ~~Trustee~~ Warrant Agent to give effect to or to evidence the provisions of this ~~subsection 4.1(d)~~subsection, the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the ~~Trustee~~ Warrant Agent pursuant to the provisions of this subsection ~~4.1(d)~~ shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the ~~Trustee~~ Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, arrangements, consolidations, mergers, sales or conveyances; (ed) ~~Notwithstanding~~ if and whenever at any ~~other provision of this Indenture, in~~ time from the ~~event of a Corporate Transaction, each Warrant will terminate immediately~~ date hereof and prior to the ~~specified effective~~ Time of Expiry, the Corporation fixes a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares, other than shares distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares or (ii) rights, options or warrants (excluding rights exercisable for 45 days or less where the exercise price per share is not less than 95% of the ~~Corporate Transaction~~Current Market Price on such record date), ~~unless~~ or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the ~~Warrant is assumed~~ Ordinary Course), including shares of other corporations, then, and in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the ~~successor corporation~~ Current Market Price on such record date, less the aggregate fair market value (~~or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction~~ as determined by the directors of the ~~Corporation~~Corporation acting reasonably, ~~the Corporation will give notice to each Warrantholder~~ which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy determination shall be conclusive) of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securitiesshares, rights, options, warrants, evidences of indebtedness or assets ~~referred~~ so distributed, and of which the denominator shall be that total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in ~~subsection 4.1(c)~~effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be.; (he) ~~The~~ the adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% Article 4 in the Exercise Price ~~then in effect; provided, however, that any adjustments~~ and number of Common Shares and classes of securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Warrants are cumulative. After any adjustment pursuant to this ~~Section 4.1~~section, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Warrants, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, upon the full exercise of ~~a Warrant.~~Warrants; (f) for the purposes of this section, “Dividends Paid in the Ordinary Course” means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greater of: (i) 150% of the aggregate amount of cash dividends declared payable by the Corporation on the Common Shares in its immediately preceding fiscal year; (ii) 300% percent of the arithmetic mean of the aggregate amounts of cash dividends declared payable by the Corporation on the Common Shares in its three immediately preceding fiscal years; and (iii) 100% percent of the aggregate consolidated net income of the Corporation, before extraordinary items, for its immediately preceding fiscal year;

Appears in 1 contract

Samples: Warrant Indenture (NiMin Energy Corp.)

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Special Warrants shall be subject to adjustment from time to time as follows: (a) If if the last of the Receipts has not been issued on or before the Qualification Deadline, the Warrant Holder shall, notwithstanding section 2.2, be entitled, upon exercise, to acquire 1.1 Units (which, for greater certainty, in such case shall comprise 1.1 Common Shares and 0.55 Purchase Warrants) per Special Warrant exercised or deemed exercised by such holder, subject to adjustment in accordance with the following provisions of this Article 5, at any time after the Qualification Deadline until the Time of Expiry at no additional cost to the Warrant Holder; (b) if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Closing Date until the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; or (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares~~, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to~~ ; the ~~holders~~ number of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective Units obtainable under each Special Warrant shall be adjusted immediately after the ~~record~~ effective date ~~at which the holders~~ of ~~Common Shares are determined for the purposes of the Common Share Reorganization~~such subdivision, ~~the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction~~redivision, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (includingchange, ~~in the case where securities exchangeable for~~ reduction, combination or ~~convertible into Common Shares at no additional cost are distributed~~consolidation, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of ~~Common Shares which~~ Units theretofore ~~may have been purchased under such Warrant by a fraction of which~~ obtainable on the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date exercise thereof by a fraction of which the numerator shall be the total number of Common Shares outstanding on immediately after such ~~record~~ date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and ~~of which~~ the denominator shall be the total number of Common Shares outstanding on immediately prior to such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such date. Such adjustment shall be made successively whenever ~~such a record date is fixed;~~ any event referred to ~~the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price~~ in this subsection shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.occur; (c) If if and whenever at any time ~~during~~ from the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares Closing Date and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; prior to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences Time of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment PeriodExpiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection ~~4.1(a)~~5.1(b) or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any ~~Warrantholder~~ Warrant Holder who has not exercised its right of ~~acquisition prior~~ acquisition, as to the effective date of such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of ~~Common Shares then sought~~ Units such Warrant Holder would otherwise be entitled to ~~be acquired by it~~acquire, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such ~~Warrantholder~~ Warrant Holder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the ~~Warrantholder~~ Warrant Holder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection ~~4.1(d~~5.1(c), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the ~~Warrantholders~~ Warrant Holders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a ~~Warrantholder~~ Warrant Holder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~5.1(c) shall be a supplemental indenture entered into pursuant to the provisions of Article 89 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section ~~4.1~~ 5.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassification, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; and (ed) ~~Notwithstanding any other provision of this Indenture, in~~ the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this ~~Section 4.1 are cumulative and shall,~~ Article 5 in the ~~case~~ number of ~~adjustments to the Exercise Price, be computed to the nearest whole cent~~ Units and ~~shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions~~ classes of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Special Warrants are cumulative. After any adjustment pursuant to this ~~Section 4.1~~Section, the term "Common ~~Shares~~ Shares" and "Purchase Warrants" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~Section, the ~~Warrantholder~~ Warrant Holder is entitled to receive upon the exercise of ~~his Warrant~~ its Special Warrant, and the number of ~~Common Shares~~ Units indicated by any exercise made pursuant to a Special Warrant shall be interpreted to mean the number of ~~Common Shares~~ Units or other property or securities a ~~Warrantholder~~ Warrant Holder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~Section, upon the full exercise of a Special Warrant.

Appears in 1 contract

Samples: Special Warrant Indenture (Infowave Software Inc)

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, in effect at any date attaching to the Warrants ~~in effect at any date, and the Exercise Price in respect thereof,~~ shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time during the Adjustment Period, the Corporation shall: (i) ~~subdivide,~~ subdivide or redivide ~~or change~~ the outstanding Common Shares into a greater number of ~~shares,~~Common Shares; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of ~~shares,~~ Common Shares; or (iii) issue Common Shares ~~or securities exchangeable for or convertible into Common Shares at no additional cost~~ to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend ~~or other distribution~~ (other than the issue of Common Shares to such holders ~~of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends~~ as a Dividend Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), ; the number of Common Shares subject to the right of purchase under each Warrant (the "Exchange Rate") shall be ~~contemporaneously~~ adjusted by multiplying the number of Common Shares ~~which~~ theretofore ~~may have been purchased under such Warrant~~ obtainable on the exercise thereof by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such effective date or record date ~~plus a number of Common Shares equal~~ after giving effect to the ~~number arrived at by dividing~~ event(s) referred to in (i), (ii) or (iii) above and the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and denominator of which ~~the denominator~~ shall be the ~~total~~ number of Common Shares outstanding ~~on such~~ as of the effective date or record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; before giving effect to the ~~extent that any such rights, options or warrants are not exercised prior~~ event(s) referred to ~~the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be~~ in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) ~~rights, options~~ or ~~warrants (excluding those referred to in subsection 4.1(b)),~~ (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholdersabove. (db) If if and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in ~~subsection~~ Subsection 4.1(a)) or a consolidation, amalgamation, ~~arrangement or merger~~ arrangement, merger, reorganization of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, reorganization, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Warrants. ~~If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the~~ The Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, reorganization, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this ~~subsection 4.1(d~~Subsection 4.1(b) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, capital reorganizations, amalgamations, consolidations, mergers, reorganization, sales or conveyances; and (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or personc) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such ~~record date and before the occurrence of such~~ event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such ~~event~~event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such ~~holder~~ holder, as soon as reasonably practicable an appropriate instrument evidencing such holder’s 's right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or ~~such~~ other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this ~~subsection 4.1(f~~Subsection 4.1(c), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.; (id) ~~After~~ after any adjustment pursuant to this Section 4.1, the term "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his ~~Warrant~~ Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture (Red Mile Entertainment Inc)

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Purchase Warrants shall be subject to adjustment from time to time as follows: ~~(a) If~~ a. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares (or securities ~~exchangeable for or~~ convertible into Common ~~Shares at no additional cost~~ Shares) to ~~the holders of~~ all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares~~ in lieu of Dividends Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date); 1. Upon any adjustment to of the Exercise Price pursuant to ~~subsection 4.1(a~~subsections (a), (b) and (d) of this section 4.1, the number of Common Shares subject to the right of purchase under each Purchase Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Purchase Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment.~~adjustments; ~~(b) If~~ b. if and whenever at any time ~~during~~ after the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the ~~issuance~~ distribution to all or substantially all of the holders of Common Shares of rights, options or warrants ~~to all or substantially all the holders of its outstanding Common Shares~~ entitling ~~them,~~ them for a period expiring not more than 45 forty-five (45) days after such record ~~date,~~ date to subscribe for or purchase Common Shares (or securities convertible into, or exchangeable ~~into~~ for, Common Shares) at a price per share (or having a conversion price or exchange price per share) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the Exercise Price shall be adjusted immediately after such record date ~~so that it shall equal the amount determined~~ by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date ~~multiplied~~ plus the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities or exchangeable securities so offered) by such Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributedPrice, and of which the denominator shall be ~~the~~ total number of Common Shares outstanding on such record date ~~multiplied by such Current Market Price~~plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities or exchangeable securities so offered are convertible or exchangeable); any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that ~~such distribution is~~ any rights, options or warrants are not so ~~made~~issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such ~~shares or~~ rights, ~~options~~ option or ~~warrants or evidences of indebtedness or assets actually is distributed~~warrants, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders.; ~~(d) If~~ c. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the ~~Trustee~~ Corporation or its directors to give effect to or to evidence the provisions of this ~~subsection 4.1(d)~~subsection, the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~4.1(c) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; ~~(e) Notwithstanding~~ d. if and whenever at any ~~other provision of this Indenture, in~~ time from the ~~event of a Corporate Transaction, each Warrant will terminate immediately~~ date hereof and prior to the ~~specified effective date~~ Time of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the CorporationExpiry, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after fixes a record date for ~~an event referred~~ the making of a distribution to ~~herein,~~ all or substantially all the ~~Corporation may defer, until the occurrence~~ holders of ~~such event, issuing to the holder~~ its outstanding Common Shares of: (i) shares of any ~~Warrant exercised after such record date and before the occurrence of such event the additional~~ class other than Common ~~Shares or~~ Shares, other ~~securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver~~ than shares distributed to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders ~~of record~~ of Common Shares ~~or such other securities or property on and after~~ pursuant to their exercise of options to receive dividends in the ~~relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record~~ form of such ~~additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case~~ shares in ~~which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to~~ lieu of Dividends Paid in the ~~Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system~~ Ordinary Course on ~~which~~ the Common ~~Shares~~ Shares, or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the (ii) rights, options or warrants ~~referred to~~ (excluding rights exercisable for 45 days or less where the exercise price per share is not less than 95% of the Current Market Price on such record date), or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course), including shares of other corporations, then, provided that subsection 4.1(a) or subsection 4.1(b) or do not apply, then, and in each such case, the ~~securities~~Exercise Price shall be adjusted by the Corporation immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess of the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness or assets ~~referred~~ so distributed are the fair market value of the consideration received therefor by the Corporation from the holders of Common Shares as determined by action by the directors (whose determination shall be conclusive), and of which the denominator shall be that total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in ~~subsection 4.1(c)~~effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be~~, in such kind and number as they would have received if they had been holders of Common Shares on~~ ; e. the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% Article 4 in the Exercise Price ~~then in effect; provided, however, that any adjustments~~ and number of Common Shares and classes of securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Purchase Warrants are cumulative. After any adjustment pursuant to this ~~Section 4.1~~section, the term "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Purchase Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Purchase Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, upon the full exercise of a Purchase Warrant.;

Appears in 1 contract

Samples: Warrant Indenture (Golden Star Resources LTD)

Adjustment of Number of Common Shares. ‌ The ~~acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof,~~ Flow-Through Unit Subscription Receipts shall be subject to adjustment from time to time ~~as follows~~in the following circumstances and manner: (a) If Subject to Section 7.3, if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Closing and prior to the Release Date, the ~~Corporation~~ Corporation, shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares or securities convertible into or exchangeable for ~~or convertible into~~ Common Shares ~~at no additional cost~~ to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or ~~other~~ make a distribution ~~(other than the issue~~ to all or substantially all of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares ~~are determined~~ on its outstanding Common Shares payable in Common Shares or securities convertible into or exchangeable for Common Shares; then, in each such event, the ~~purposes~~ number of FT Unit Shares and Warrants issuable upon conversion of the ~~Common Share Reorganization, the Exercise Price~~ Flow-Through Unit Subscription Receipts shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date for such issue of Common Shares by way of a stock dividend or distribution, as the case may be, by multiplying the ~~Exercise Price in effect immediately prior to such record date~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts by a fraction, : (A) the numerator of which shall be the total number of Common Shares outstanding on immediately after such ~~record date before giving effect to such Common Share Reorganization and~~ date; and (B) the denominator of which shall be the total number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such date. Such adjustment ~~and the denominator~~ shall be made successively whenever any event referred to in this Section 7.2(a) shall occur. Any such issue or distribution of Common Shares or securities convertible into or exchangeable for Common Shares shall be deemed to have been made on the ~~respective Exercise Price resulting from~~ record date for such ~~adjustment~~issue or distribution for the purpose of calculating the number of outstanding Common Shares under Section 7.2(b) and Section 7.2(c). (b) If Subject to Section 7.3, if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Closing and prior to the Release Date, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable ~~into~~ for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the ~~amount~~ number determined by multiplying the ~~Exercise Price in effect~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts by a fraction: (i) the numerator of which shall be the total number of Common Shares outstanding on such record date ~~by a fraction~~ plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (ii) the denominator of which ~~the numerator~~ shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any . Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation~~; such~~ . Such adjustment shall be made successively whenever such a record date is fixed~~; to~~ . To the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow- Through Unit Subscription Receipts shall be readjusted to the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts which would then be in effect if such record date had not been fixed or to the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts which would then be in effect based upon the number of Common Shares (or securities convertible into or exchangeable ~~into~~ for Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If Subject to Section 7.3, if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Closing and prior to the Release Date, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of of: (i) ~~securities of any class, whether~~ shares of the Corporation or of any ~~other person (~~class other than Common Shares ~~and~~ or other ~~than~~ securities ~~distributed to holders~~ of ~~Common Shares pursuant to their exercise of options to receive dividends in~~ the ~~form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares),~~ Corporation; (ii) rights, options or warrants to acquire Common Shares (~~excluding those referred to in subsection 4.1(b)),~~ or securities convertible into or exchangeable for Common Shares) or other securities of the Corporation; (iii) evidences of its ~~indebtedness or~~ indebtedness; or (iv) ~~assets~~ any property or other assets; (~~excluding Dividends Paid~~ excluding, in ~~the Ordinary Course~~each case, any distribution referred to in Section 7.2(a) or Section 7.2(b)) then, in each such case, the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be adjusted immediately after such record date so that it shall equal the ~~price~~ number determined by multiplying the ~~Exercise Price in effect on such record date~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts by a fraction, : (i) the numerator of which ~~the numerator shall~~ will be the ~~total~~ product of the number of Common Shares outstanding on such record date ~~multiplied by~~ and the Current Market Price ~~of a Common Share~~ on such record date~~, less~~ ; and (ii) the denominator of which will be: (A) the product of the number of Common Shares outstanding on such record date and the Current Market Price on such record date; less (B) the aggregate fair market ~~value (~~value, as determined by the ~~directors~~directors of the Corporation, ~~which determination shall~~ acting reasonably, (whose determination, absent manifest error, will be conclusive) ), to the holders of Common Shares of such ~~securities~~ shares, other securities, rights, options, warrants, evidences of indebtedness or other assets so distributed~~, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any~~ . Any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation~~; such~~ . Such adjustment shall be made successively whenever such a record date is fixed~~; to~~ . To the extent that such distribution is not so made, the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be readjusted to the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts which would then be in effect if such record date had not been fixed or to the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts which would then be in effect based upon such ~~shares or~~ shares, other securities, rights, ~~options or warrants or~~ options, warrants, evidences of indebtedness or other assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If Subject to Section 7.3, if and whenever at any time ~~during~~ from the ~~Adjustment Period~~Closing and prior to the Release Date, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in ~~subsection 4.1(a~~Section 7.2(a), Section 7.2(b) or Section 7.2(c)) or ~~a consolidation,~~ an amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any ~~Warrantholder~~ Flow-Through Unit Subscription Receiptholder who has not been deemed to have exercised ~~its right of acquisition~~ the Issuance Rights prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, amalgamation, arrangement, merger, sale or conveyance shall, upon the exercise or deemed exercise of ~~such right thereafter~~the Flow-Through Unit Subscription Receipts, ~~shall~~ be entitled to receive and shall accept, in lieu of the number of ~~Common~~ FT Unit Shares ~~then sought~~ to ~~be acquired by it~~which the Flow-Through Unit Subscription Receiptholder was prior thereto entitled upon any such exercise or deemed exercise, the kind and number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~reclassification, capital reorganization, amalgamation, arrangement or merger or to which such sale or conveyance may be made, as the case may be, that such ~~Warrantholder~~ Flow-Through Unit Subscription Receiptholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, ifcapital reorganization, amalgamation, arrangement, merger, sale or conveyance, if on the record date or the effective date thereof, as the case may be, the ~~Warrantholder~~ Flow-Through Unit Subscription Receiptholder had been the registered holder of the number of ~~Common~~ FT Unit Shares ~~sought to be acquired by it and~~ to which it immediately before the transaction or event he was entitled ~~to acquire~~ upon exercise or deemed exercise of the ~~Warrants~~Flow-Through Unit Subscription Receipts. ~~If determined appropriate by the Trustee to~~ To give effect to or to evidence the provisions of this ~~subsection 4.1(d~~Section 7.2(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, capital reorganization, amalgamation, arrangement, merger, sale or conveyance, enter into an ~~indenture~~ agreement which shall provide, to the extent possible, for the application of the provisions set ~~forth~~ out in this ~~Indenture~~ Agreement with respect to the rights and interests thereafter of the ~~Warrantholders~~ Flow-Through Unit Subscription Receiptholder to the ~~end~~ effect that the provisions set ~~forth~~ out in this ~~Indenture~~ Agreement shall thereafter correspondingly be made applicable, as nearly as may reasonably bebe possible, with respect to any shares, other securities or property to which a ~~Warrantholder~~ Flow-Through Unit Subscription Receiptholder is entitled on the exercise or deemed exercise of ~~its acquisition rights~~ the Flow-Through Unit Subscription Receipts thereafter. Any ~~indenture~~ agreement entered into between the Corporation and the ~~Trustee~~ Subscription Receipt Agent pursuant to the provisions of this ~~subsection 4.1(d~~Section 7.2(d) shall be a supplemental ~~indenture~~ agreement entered into pursuant to the provisions of Article 810. Any ~~indenture~~ agreement entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the ~~Trustee~~ Subscription Receipt Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section ~~4.1~~ 7.2 and which shall apply to successive ~~Capital Reorganizations~~reclassifications, capital reorganizations, amalgamations, arrangements, mergers, sales or conveyances. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section ~~4.1~~ 7.2 shall require that an adjustment shall become effective immediately after a record date for an event referred to ~~herein,~~ herein the Corporation may defer, until the occurrence of such event, issuing to the holder of any ~~Warrant~~ Flow-Through Unit Subscription Receipt in respect of which the Flow-Through Unit Subscription Receipts are deemed to have been exercised after such ~~record date and before the occurrence of such event~~ event, the additional ~~Common~~ FT Unit Shares or other securities or property issuable upon such exercise or deemed exercise as the case may be, by reason of the adjustment required by such ~~event~~event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such ~~holder~~ Flow-Through Unit Subscription Receiptholder, as soon as reasonably practicable after such record date, an appropriate instrument evidencing such ~~holder~~Flow-Through Unit Subscription Receiptholder’s right to receive such additional ~~Common~~ FT Unit Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional ~~Common~~ FT Unit Shares or other securities or property declared in favour of holders of record of Common Shares or ~~such other~~ securities or property on and after the relevant date of exercise or deemed exercise, as the case may be, or such later date as such ~~holder~~ Flow- Through Unit Subscription Receiptholder would, but for the provisions of this ~~subsection 4.1(f~~Section 7.2(e), have become the holder of record of such additional ~~Common~~ FT Unit Shares or other securities or property pursuant to ~~subsection 4.1(b)~~this Section 7.2, provided that if the other securities are not securities of the Corporation, the Corporation will not be liable to any holder should the issuer thereof not pay any distribution declared thereon. (gf) In any case in which ~~subsections 4.1(a), 4.1(b~~Section 7.2(c) ~~or 4.1(c) require~~ requires that an adjustment be made to the ~~Exercise Price~~number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts, no such adjustment shall be made ifif the Subscription Receipt Agent receives the shares, ~~subject to the prior approval of the Toronto Stock Exchange (or~~ other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or other assets or property referred to in ~~subsection 4.1(c~~Section 7.2(c)~~, as the case may be~~, in such kind and number as ~~they~~ Flow- Through Unit Subscription Receiptholders would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their ~~outstanding Warrant having then been exercised into Common~~ right to be issued FT Unit Shares at and Warrants upon conversion of the ~~Exercise Price in effect on~~ Flow- Through Unit Subscription Receipts. Any such shares, other securities, rights, options, warrants, evidences of indebtedness or other assets or property so received by the ~~applicable record or effective date, as~~ Subscription Receipt Agent shall be held and distributed by the ~~case may be~~Subscription Receipt Agent pursuant hereto. (hg) The adjustments provided for in this Section ~~4.1~~ 7.2 are cumulative and ~~shall, in the case of adjustments to the Exercise Price,~~ shall be computed to the nearest ~~whole cent~~ two decimal places and ~~shall~~ will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section ~~4.1~~7.2, provided that, notwithstanding any other provision of this ~~Section~~Section 7.2, no adjustment of the ~~Exercise Price~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts shall be required unless such adjustment would require an increase or decrease of at least 1% one percent in the ~~Exercise Price then in effect;~~ number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts, provided, however, that any adjustments which by reason of this ~~subsection 4.1(h~~Section 7.2(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (h) If the Corporation sets a record date to determine the holders of Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment shall be made to the number of FT Unit Shares and Warrants issuable upon conversion of the Flow-Through Unit Subscription Receipts. (i) After any adjustment pursuant to this Section ~~4.1~~7.2, the term ~~Common Shares~~ “FT Unit Shares” where used in this ~~Indenture~~ Agreement shall be interpreted to mean securities of any class or classes ~~which,~~ which as a result of such adjustment and all prior adjustments pursuant to this Section ~~4.1~~7.2, the ~~Warrantholder~~ Flow- Through Unit Subscription Receiptholder is entitled to receive upon conversion of the ~~exercise of his Warrant~~ Flow-Through Unit Subscription Receipts, and the number of ~~Common~~ FT Unit Shares ~~indicated by any exercise made pursuant~~ to ~~a Warrant~~ be issued upon the conversion of the Flow-Through Unit Subscription Receipts shall be interpreted to mean the number of ~~Common~~ FT Unit Shares or other property or securities a ~~Warrantholder~~ Flow-Through Unit Subscription Receiptholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section ~~4.1~~7.2, upon the full ~~exercise~~ conversion of ~~a Warrant~~the Flow-Through Unit Subscription Receipts, as the case may be.

Appears in 1 contract

Samples: Flow Through Unit Subscription Receipt Agreement

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares,~~ in effect at any date attaching to the Warrants ~~in effect at any date, and the Exercise Price in respect thereof,~~ shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Exercise Date, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; or (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be ; the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase obtainable under each Warrant shall be ~~contemporaneously~~ adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, by multiplying the number of Common Shares ~~which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect~~ obtainable immediately prior to such ~~adjustment and~~ date on the ~~denominator shall be the respective Exercise Price resulting from~~ exercise of such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date Warrant by a fraction of which the numerator shall be the total number of Common Shares outstanding on immediately after such ~~record~~ date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and ~~of which~~ the denominator shall be the total number of Common Shares outstanding on immediately prior to such ~~record~~ date ~~plus~~ and the ~~total number of additional~~ Exercise Price in effect immediately after such subdivision, redivision or change shall be proportionately reduced, and conversely, in case the outstanding Common Shares ~~offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account~~ of the Corporation ~~or any Subsidiary~~ shall be ~~deemed not to~~ reduced, combined or consolidated into a smaller number of shares, the Exercise Price in effect immediately after such reduction, combination or consolidation shall be ~~outstanding for the purpose of any such computation; such~~ proportionately increased. Such adjustment shall be made successively whenever ~~such a record date is fixed;~~ any event referred to ~~the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price~~ in this subsection 4.1(a) shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.occur; (cb) If if and whenever at any time ~~during~~ from the ~~Adjustment Period, the Corporation shall fix a record~~ date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares hereof and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted prior to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment PeriodDate, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a ~~sale~~ sale, lease, exchange or ~~conveyance~~ transfer of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or~~ entity, a ~~liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any~~ Warrantholder ~~who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter,~~ shall be entitled to receive and shall accept, in lieu of the number of Common Shares ~~then~~ originally sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation, arrangement or consolidation, or to which such ~~sale~~ sale, lease, exchange or ~~conveyance~~ transfer may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, merger, sale, lease, exchange or transfer, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares originally sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection ~~4.1(d~~4.1(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, arrangement, merger, sale, lease, exchange or transfer, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~4.1(b) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, arrangements, consolidations, mergers, sales, lease, exchange or transfer; and (ec) ~~Notwithstanding any other provision of this Indenture, in~~ the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this ~~Section 4.1 are cumulative and shall,~~ Article 4 in the ~~case~~ number of ~~adjustments to the Exercise Price, be computed to the nearest whole cent~~ Common Shares and ~~shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions~~ classes of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Warrants are cumulative. After any adjustment pursuant to this Section 4.1, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture (Oncolytics Biotech Inc)

Adjustment of Number of Common Shares. 4.1 Adjustment of Number of Common Shares The acquisition rights ~~as they relate to Common Shares,~~ in effect at any date attaching to the Warrants ~~in effect at any date, and the Exercise Price in respect thereof,~~ shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the ~~Corporation~~ Company shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; or (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase obtainable under each Warrant shall each be ~~contemporaneously~~ adjusted immediately after the effective date of the events referred to in (i) and (ii) above by multiplying the number of Common Shares ~~which~~ theretofore ~~may have been purchased under such Warrant by a fraction of which~~ obtainable on the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% exercise of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date Warrants by a fraction of which the numerator shall be the total number of Common Shares outstanding on immediately after such ~~record~~ date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and ~~of which~~ the denominator shall be the total number of Common Shares outstanding on immediately prior to such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such date. Such adjustment shall be made successively whenever ~~such a record date is fixed;~~ any event referred to ~~the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price~~ in this subsection shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.occur; (cb) If if and whenever at any time ~~during~~ from the ~~Adjustment Period, the Corporation shall fix a record~~ date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares hereof and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; prior to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences Time of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment PeriodExpiry, there is a reclassification or redesignation of the Common Shares or a capital reorganization of the ~~Corporation (~~Company other than as described in subsection 4.1(a)) or a consolidation, ~~amalgamation~~arrangement, ~~arrangement~~ amalgamation or merger of the ~~Corporation~~ Company with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the ~~Corporation~~ Company as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised ~~its~~ his right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall ~~accept~~accept for the same aggregate consideration, in lieu of the number of Common Shares then sought to be acquired by ithim, the number of shares or other securities or property of the ~~Corporation~~ Company or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation, arrangement, or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares ~~sought to be acquired by it and to which it was entitled to acquire~~ receivable upon the exercise of ~~the Warrants~~Warrants then held. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection ~~4.1(d~~4.1(b), the ~~Corporation~~Company, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of ~~its~~ his acquisition rights thereafter. Any indenture entered into between the ~~Corporation~~ Company and the Trustee pursuant to the ~~provisions~~ provision of this subsection ~~4.1(d~~4.1(b) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the ~~Corporation~~Company, any successor to the ~~Corporation~~ Company or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, redesignations, capital reorganizations, consolidations, arrangements, amalgamations, mergers, sales or conveyances; (c) if and whenever at any time prior to the Time of Expiry, the Company shall: (i) subdivide the outstanding Common Shares into a greater number of Common Shares, (ii) consolidate the outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares as a stock dividend in lieu of a cash dividend paid in the ordinary course), the Exercise Price shall, on the effective date of such subdivision or consolidation or on the record date of such subdivision or stock dividend, as the case may be, be adjusted to that amount which is in the same proportion to the Exercise Price in effect immediately prior to such subdivision, consolidation or stock dividend, as the number of outstanding Common Shares after giving effect to such subdivision, consolidation or stock dividend bears to the number of outstanding Common Shares after giving effect such subdivision, consolidation or stock dividend. Such adjustment shall be made successively whenever any event referred to in this subsection (1) shall occur; and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (d) and (e) of this Section 4.1; (d) if and whenever at any time prior to the Time of Expiry, the Company shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares entitling them to subscribe for or purchase Common Shares, or securities convertible into Common Shares at a price per share or having a conversion or exchange price per share less than 95% of the Current Market Price (as defined in subsection (f) of this Section 4.1), on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding at such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or into which the convertible securities so offered are convertible, or the aggregate conversion or exchange price of the convertible securities so offered, by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase, or into which the convertible securities so offered are convertible; Common Shares owned by or held for the account of the Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares, or securities convertible into Common Shares, actually issued upon the exercise of such rights, options or warrants, as the case may be; (e) ~~Notwithstanding~~ if and whenever at any ~~other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately~~ time prior to the ~~specified effective~~ Time of Expiry, the Company shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares whether of the ~~Corporate Transaction~~Company or any other corporation (other than shares distributed to holders of Common Shares as a stock dividend in lieu of a cash dividend paid in the ordinary course), ~~unless~~ or (ii) rights, options or warrants (other than those referred to in subsection (d) of this Section 4.1), or (iii) evidences of its indebtedness, or (iv) assets (other than cash dividends paid in the ~~Warrant is assumed~~ ordinary course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the ~~successor corporation~~ Current Market Price on such record date, less the aggregate fair market value (~~or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction~~ as determined by the directors and approved by the Trustee) of such shares or rights, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; Common Shares owned by or held for the account of the ~~Corporation~~Company or any subsidiary of the Company shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; and to the extent that such distribution is not so made, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice Exercise Price shall then be ~~sent~~ readjusted to the ~~Warrant Trustee.~~Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (f) In for the purpose of any computation under subsections (d) or (e) of this Section 4.1, the "Current Market Price" at any date shall be the weighted average of the closing prices per share for Common Shares for any 30 consecutive trading days selected by the Company commencing not more than 45 trading days before such date on The Toronto Stock Exchange. The weighted average price shall be determined by dividing the aggregate sale price or the average closing bid and ask prices of all such shares sold on the said exchange during the said 30 consecutive trading days by the total number of such shares so sold; (g) in any case in which this ~~Section 4.1~~ Article 4 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the ~~Corporation~~ Company may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares ~~or other securities or property~~ issuable upon such exercise by reason of the adjustment required by such ~~event~~event before giving effect to such adjustment; provided, however, that the ~~Corporation~~ Company shall deliver to such holder an appropriate instrument evidencing such holder’s 's right to receive such additional Common Shares ~~or other securities or property~~ upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares ~~or other securities or property~~ which may be acquired upon the exercise of Warrants declared in favour of holders of record of Common Shares ~~or such other securities or property~~ on and after the ~~relevant date of exercise~~ Exercise Date or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~(g), have become the holder of record of such additional Common Shares ~~or other securities or property~~ pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be.Section 4.1; and (h) ~~The~~ the adjustments provided for in this ~~Section 4.1 are cumulative and shall,~~ Article 4 in the ~~case~~ number of ~~adjustments to the Exercise Price~~Common Shares, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price ~~shall be required unless such adjustment would require an increase or decrease~~ and classes of ~~at least 1% in the Exercise Price then in effect; provided, however, that any adjustments~~ securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Warrants, are cumulative. After any adjustment pursuant to this Section 4.1, the term "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his ~~Warrant~~ Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture (Spectrum Signal Processing Inc)

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) ~~If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide~~ In case TCT shall pay or ~~change outstanding Common Shares into~~ ------------------------------------- make a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution ~~(other than the issue of~~ in Common Shares ~~to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course~~ on ~~the Common Shares), (~~any of ~~such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders~~ its shares of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributedbeneficial interest, the number of Common Shares ~~that would have been~~ into which each Unit and the related Partnership Interest thereafter may be converted shall be increased in proportion to the increase in outstanding ~~had such securities been exchanged for or converted into~~ Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment~~dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the record date fixed for such dividend or other distribution. (b) ~~If and whenever at any time during the Adjustment Period, the Corporation~~ In case TCT shall ~~fix a record date for the issuance of rights, options~~ issue rights or warrants to all ~~or substantially all the~~ holders of its ~~outstanding~~ Common Shares entitling ~~them, for a period expiring not more than 45 days after such record date,~~ them to subscribe for or purchase Common Shares ~~(or securities convertible or exchangeable into Common Shares)~~ at a price per share ~~(or having a conversion or exchange~~ less than the current market price per ~~share~~Common Share (as defined in paragraph (f) ~~less than 95% of the Current Market Price~~ below), each Limited Partner which is a holder of a ~~Common Share on such record date, the Exercise Price~~ Unit shall be ~~adjusted immediately after~~ entitled to receive such ~~record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total~~ number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options rights or warrants, as the case may be, as he would have been entitled to receive had he converted his Units and the related Partnership Interests immediately prior to the record date for such issuance by TCT. (c) ~~If and whenever at any time during~~ In case the ~~Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its~~ outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be ~~adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by~~ subdivided into a ~~fraction, of which the numerator shall be the total~~ greater number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares ~~then sought to~~ into which each Unit and the related Partnership Interest thereafter may be ~~acquired by it~~converted shall be increased proportionately, and, conversely, in case outstanding Common Shares each shall be combined into a smaller number of shares, the number of ~~shares or other securities or property of~~ Common Shares into which each Unit and the ~~Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance~~ related Partnership Interest thereafter may be ~~made~~converted shall be reduced proportionately, such increase or reduction, as the case may be, ~~that~~ to become effective immediately after the opening of business on the day following the day upon which such ~~Warrantholder~~ subdivision or combination becomes effective. (d) In case the Common Shares shall be changed into the same or a different number of shares of any class or classes of shares of beneficial interest, whether by capital reorganization, reclassification, or otherwise (other than subdivision or combination of shares or a stock dividend described in paragraph (c) of this Paragraph) then and in each such event the Limited Partners shall have the right thereafter to convert their Units and the related Partnership Interests into the kind and amount of shares and other securities and property which would have been ~~entitled to receive on~~ received upon such ~~Capital Reorganization~~reorganization, ~~if, on the record date~~ reclassification or ~~the effective date thereof, as the case may be, the Warrantholder had been the registered holder~~ other change by holders of the number of Common Shares ~~sought to be acquired by it~~ into which the Units and ~~to which it was entitled to acquire upon exercise of~~ the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, related Partnership Interests might have been converted immediately prior to such reorganization, reclassification or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizationschange. (e) ~~Notwithstanding any other provision~~ TCT may, but shall not be required to, make such adjustments to the number of Common Shares issuable upon conversion of a Unit and the related Partnership Interest, in addition to those required by paragraphs (a), (b), (c) and (d) of this ~~Indenture~~Section, and TCT's Board of Trustees shall have the power to resolve any ambiguity or correct any error in the ~~event of a Corporate Transaction, each Warrant will terminate immediately prior~~ adjustments made pursuant to ~~the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or~~ this Section and its ~~parent corporation (or person)~~ actions in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice so doing shall be ~~sent to the Warrant Trustee~~final and conclusive. (f) In For the purpose of any ~~case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein~~computation under paragraph (b) above, the ~~Corporation may defer~~current market price per Common Share on any date shall be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days selected by TCT commencing not more than 20 Trading Days before, ~~until~~ and ending not later than, the ~~occurrence~~ earlier of ~~such event, issuing~~ the day in question and the day before the "ex" date with respect to the ~~holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares~~ issuance or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event distribution requiring such ~~adjustment and~~ computation. For the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions purposes of this ~~subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b).~~ paragraph (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for tradingf), the ~~holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a)~~term "'ex' date", the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) After any adjustment pursuant to this Section 4.1, the term Common Shares where when used in ~~this Indenture shall be interpreted to mean securities~~ respect of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.issuance or

Appears in 1 contract

Samples: Limited Partnership Agreement (Town & Country Trust)

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Purchase Warrants shall be subject to adjustment from time to time as follows: ~~(a) If~~ a. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: ~~(i)~~ i. subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) . reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) . issue Common Shares (or securities ~~exchangeable for or~~ convertible into Common ~~Shares at no additional cost~~ Shares) to ~~the holders of~~ all or substantially all of the holders of outstanding Common Shares by way of a stock dividend or other distribution of Common Shares or securities convertible into Common Shares (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of~~ Dividends Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date); 1. Upon any adjustment to of the Exercise Price pursuant to this subsection ~~4.1(a~~(a), the number of Common Shares subject to the right of purchase under each Purchase Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Purchase Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment.~~adjustments; ~~(b) If~~ b. if and whenever at any time ~~during~~ after the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the ~~issuance~~ distribution to all or substantially all of the holders of Common Shares of rights, options or warrants ~~to all or substantially all~~ (other than the ~~holders of its outstanding Common Shares~~ Purchase Warrants) entitling ~~them,~~ them for a period expiring not more than 45 forty-five (45) days after such record ~~date,~~ date to subscribe for or purchase Common Shares (or securities convertible ~~or exchangeable~~ into Common Shares) at a price ~~per share~~ (or having a conversion price or exchange ~~price per share~~price) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date ~~multiplied~~ plus the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities so offered) by such Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributedPrice, and of which the denominator shall be ~~the~~ total number of Common Shares outstanding on such record date ~~multiplied by such Current Market Price~~plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities so offered are convertible); any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that ~~such distribution is~~ any rights, options or warrants are not so ~~made~~issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such ~~shares or~~ rights, ~~options~~ option or ~~warrants or evidences of indebtedness or assets actually is distributed~~warrants, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders.; ~~(d) If~~ c. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection ~~4.1(a))~~ 4.1.a or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this ~~subsection 4.1(d)~~subsection, the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d)~~ shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; ~~(e) Notwithstanding~~ d. if and whenever at any ~~other provision of this Indenture, in~~ time from the ~~event of a Corporate Transaction, each Warrant will terminate immediately~~ date hereof and prior to the ~~specified effective date~~ Time of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the CorporationExpiry, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after fixes a record date for ~~an event referred~~ the making of a distribution to ~~herein,~~ all or substantially all the ~~Corporation may defer, until the occurrence~~ holders of ~~such event, issuing to the holder~~ its outstanding Common Shares of: (i) shares of any ~~Warrant exercised after such record date and before the occurrence of such event the additional~~ class other than Common ~~Shares or~~ Shares, other ~~securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver~~ than shares distributed to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders ~~of record~~ of Common Shares ~~or such other securities or property on and after~~ pursuant to their exercise of options to receive dividends in the ~~relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record~~ form of such ~~additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case~~ shares in ~~which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to~~ lieu of Dividends Paid in the ~~Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system~~ Ordinary Course on ~~which~~ the Common ~~Shares~~ Shares, or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the (ii) rights, options or warrants ~~referred to~~ (excluding rights exercisable for 45 days or less where the exercise price per share is not less than 95% of the Current Market Price on such record date), or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in ~~subsection 4.1(b~~the Ordinary Course), including shares of other corporations, then, and in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) ~~or the securities~~of such shares, rights, options, warrants, evidences of indebtedness or assets ~~referred~~ so distributed, and of which the denominator shall be that total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in ~~subsection 4.1(c)~~effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be~~, in such kind and number as they would have received if they had been holders of Common Shares on~~ ; e. the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% Article 4 in the Exercise Price ~~then in effect; provided, however, that any adjustments~~ and number of Common Shares and classes of securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Purchase Warrants are cumulative; After any adjustment pursuant to this ~~Section 4.1~~section, the term "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Purchase Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Purchase Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, upon the full exercise of a Purchase Warrant.;

Appears in 1 contract

Samples: Purchase Warrant Indenture (Minera Andes Inc /Wa)

Adjustment of Number of Common Shares. The ~~acquisition rights as they relate~~ Riverstone common shares required to ~~Common Shares, attaching~~ be issued to maintain the ~~Warrants~~ Option pursuant to Section 3 of this LA in effect at any ~~date, and the Exercise Price in respect thereof,~~ date shall be subject to adjustment from time to time ~~as follows~~in the following circumstances and manner: (a) If and whenever at any time ~~during~~ before Riverstone becomes obligated to issue any shares to maintain the ~~Adjustment Period~~Option under Section 3 of this LA (an “Option Maintenance Payment”), ~~the Corporation~~ Riverstone shall: (i) subdivide, redivide or change its outstanding ~~Common Shares~~ common shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding ~~Common Shares~~ common shares into a smaller number of shares, ; or (iii) issue ~~Common Shares~~ common shares or securities convertible into or exchangeable for ~~or convertible into Common Shares at no additional cost~~ Riverstone common shares to the holders of all or substantially all of the outstanding ~~Common Shares~~ Riverstone common shares by way of a stock dividend or ~~other~~ make a distribution ~~(other than~~ to all or substantially all of the ~~issue of Common Shares to~~ holders of ~~Common Shares pursuant~~ Riverstone common shares on its outstanding common shares payable in common shares or securities convertible into or exchangeable for common shares; then, in each such event, the number of common shares of Riverstone which must be issued to ~~their exercise of options~~ Golden Star to ~~receive dividends in~~ maintain the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective Option shall be adjusted immediately after the effective date of such subdivision, redivision, change, reduction, combination or consolidation, or the record date ~~at which~~ for such issue of common shares by way of a stock dividend or distribution, as the ~~holders of Common Shares are determined for the purposes of the Common Share Reorganization~~case may be, ~~the Exercise Price shall be adjusted~~ by multiplying the ~~Exercise Price in effect~~ number of common shares which must be issued immediately ~~prior to~~ before such effective date or record date by a fraction, : (A) the numerator of which shall be the total number of ~~Common Shares~~ common shares outstanding on immediately after such ~~record date before giving effect to such Common Share Reorganization and~~ date; and (B) the denominator of which shall be the total number of ~~Common Shares~~ common shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such date. Such adjustment ~~and the denominator~~ shall be made successively whenever any event referred to in this Section 1(a) shall occur. Any such issue or distribution of common shares or securities convertible into or exchangeable for common shares shall be deemed to have been made on the ~~respective Exercise Price resulting from~~ record date for such ~~adjustment~~issue or distribution for the purpose of calculating the number of outstanding common shares under Section 1(b) and Section 1(c). (b) If and whenever at any time ~~during~~ before an Option Maintenance Payment is due under the ~~Adjustment Period~~LA, ~~the Corporation~~ Riverstone shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding ~~Common Shares~~ common shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase ~~Common Shares~~ common shares (or securities convertible into or exchangeable ~~into Common Shares~~for common shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price ~~of a Common Share~~ (as defined below) on such record date, the ~~Exercise Price~~ number of common shares to which Golden Star is entitled shall be adjusted immediately after such record date so that it shall equal the ~~amount~~ rate determined by multiplying the ~~Exercise Price in effect~~ number of common shares which must be issued to Golden Star to maintain the Option on such record date by a ~~fraction~~ fraction: (i) the numerator of which ~~the numerator~~ shall be the total number of ~~Common Shares~~ common shares outstanding on such record date plus the total number of additional common shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; and (ii) the denominator of which shall be the total number of common shares outstanding on such record date plus a number of ~~Common Shares~~ common shares equal to the number arrived at by dividing the aggregate price of the total number of additional ~~Common Shares~~ common shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) After any adjustment pursuant to this Section 4.1, the term Common Shares where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Letter Agreement (Golden Star Resources LTD)

Adjustment of Number of Common Shares. 4.01 ADJUSTMENT OF NUMBER OF COMMON SHARES The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Class B Warrants shall be subject to adjustment from time to time as follows: (a) If if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; or (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase obtainable under each Class B Warrant shall each be ~~contemporaneously~~ adjusted immediately after the effective date of the events referred to in (i) and (ii) above by multiplying the number of Common Shares ~~which~~ theretofore ~~may have been purchased under such Warrant by a fraction of which~~ obtainable on the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% exercise of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date Class B Warrants by a fraction of which the numerator shall be the total number of Common Shares outstanding on immediately after such ~~record~~ date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and ~~of which~~ the denominator shall be the total number of Common Shares outstanding on immediately prior to such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such date. Such adjustment shall be made successively whenever ~~such a record date is fixed;~~ any event referred to ~~the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price~~ in this subsection shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be.occur; (cb) If if and whenever at any time ~~during~~ from the ~~Adjustment Period, the Corporation shall fix a record~~ date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares hereof and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; prior to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences Time of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment PeriodExpiry, there is a reclassification or redesignation of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection ~~4.1(a)~~4.01(a) or a consolidation, ~~amalgamation~~arrangement, ~~arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised ~~its~~ his right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by ithim, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation, arrangement, or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, arrangement, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares ~~sought to be acquired by it and to which it was entitled to acquire~~ receivable upon the exercise of ~~the Warrants~~Class B Warrants then held. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection ~~4.1(d~~4.01(b), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, redesignation, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of ~~its~~ his acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the ~~provisions~~ provision of this subsection ~~4.1(d~~4.01(b) shall be a supplemental indenture entered into pursuant to the provisions of Article 8VIII hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section ~~4.1~~ 4.01 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, redesignations, capital reorganizations, consolidations, arrangements, amalgamations, mergers, sales or conveyances; (c) if and whenever at any time prior to the Time of Expiry, the Corporation shall: (i) subdivide the outstanding Common Shares into a greater number of Common Shares, (ii) consolidate the outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares by way of a stock dividend (other than the issue of Common Shares to holders of Common Shares as a stock dividend in lieu of a cash dividend paid in the ordinary course), the Exercise Price shall, on the effective date of such subdivision or consolidation or on the record date of such subdivision or stock dividend, as the case may be, be adjusted to that amount which is in the same proportion to the Exercise Price in effect immediately prior to such subdivision, consolidation or stock dividend, as the number of outstanding Common Shares after giving effect to such subdivision, consolidation or stock dividend bears to the number of outstanding Common Shares after giving effect such subdivision, consolidation or stock dividend. Such adjustment shall be made successively whenever any event referred to in this subsection (1) shall occur; and any such issue of Common Shares by way of a stock dividend shall be deemed to have been made on the record date for the stock dividend for the purpose of calculating the number of outstanding Common Shares under subsections (d) and (e) of this Section 4.01; (d) if and whenever at any time prior to the Time of Expiry, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of the outstanding Common Shares entitling them to subscribe for or purchase Common Shares, or securities convertible into Common Shares at a price per share or having a conversion or exchange price per share less than 95% of the Current Market Price (as defined in subsection (f) of this Section 4.01), on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding at such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase, or into which the convertible securities so offered are convertible, or the aggregate conversion or exchange price of the convertible securities so offered, by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible Securities so offered are convertible; Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any rights, options or warrants are not so issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record data had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares, or securities convertible into Common Shares, actually issued upon the exercise of such rights, options or warrants, as the case may be; (e) ~~Notwithstanding~~ if and whenever at any ~~other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately~~ time prior to the ~~specified effective~~ Time of Expiry, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (i) shares of any class other than Common Shares whether of the ~~Corporate Transaction~~Corporation or any other corporation (other than shares distributed to holders of Common Shares as a stock dividend in lieu of a cash dividend paid in the ordinary course), ~~unless~~ or (ii) rights, options or warrants (other than those referred to in subsection (d) of this Section 4.01), or (iii) evidences of its indebtedness, or (iv) assets (other than cash dividends paid in the ~~Warrant is assumed~~ ordinary course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the ~~successor corporation~~ Current Market Price on such record date, less the aggregate fair market value (~~or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction~~ as determined by the directors and approved by the Trustee) of such shares or rights, options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; Common Shares owned by or held for the account of the ~~Corporation~~Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; and to the extent that such distribution is not so made, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice Exercise Price shall then be ~~sent~~ readjusted to the ~~Warrant Trustee.~~Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually distributed, as the case may be; (f) In for the purpose of any computation under subsections (d) or (e) of this Section 4.01, the "Current Market Price" at any date shall be the weighted average of the closing prices per share for Common Shares for any 30 consecutive trading days selected by the Corporation commencing not more than 45 trading days before such date on The Toronto Stock Exchange (or such other stock exchange or electronic trading facility on which the Common Shares shall then trade). The weighted average price shall be determined by dividing the aggregate sale price or the average closing bid and ask prices of all such shares sold on the said exchange or facility during the said 30 consecutive trading days by the total number of such shares so sold; (g) in any case in which this ~~Section 4.1~~ Article IV shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Class B Warrant exercised after such record date and before the occurrence of such event the additional Common Shares ~~or other securities or property~~ issuable upon such exercise by reason of the adjustment required by such ~~event~~event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s 's right to receive such additional Common Shares ~~or other securities or property~~ upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares ~~or other securities or property~~ which may be acquired upon the exercise of Class B Warrants declared in favour of holders of record of Common Shares ~~or such other securities or property~~ on and after the ~~relevant date of exercise~~ Exercise Date or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~(g), have become the holder of record of such additional Common Shares ~~or other securities or property~~ pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be.Section 4.01; and (h) ~~The~~ the adjustments provided for in this ~~Section 4.1 are cumulative and shall,~~ Article IV in the ~~case~~ number of ~~adjustments to the Exercise Price~~Common Shares, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price ~~shall be required unless such adjustment would require an increase or decrease~~ and classes of ~~at least 1% in the Exercise Price then in effect; provided, however, that any adjustments~~ securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Class B Warrants, are cumulative. After any adjustment pursuant to this Section ~~4.1~~4.01, the ~~term~~ terms "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section ~~4.1~~4.01, the Warrantholder is entitled to receive upon the exercise of his ~~Warrant~~ Class B Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Class B Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section ~~4.1~~4.01, upon the full exercise of a Class B Warrant.

Appears in 1 contract

Samples: Warrant Indenture (Seven Seas Petroleum Inc)

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide or change the outstanding Common Shares into a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a ~~smaller~~ lesser number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution (other than the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible into or exchangeable ~~into~~ for Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) property or assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of ~~indebtedness~~ indebtedness, property or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of ~~indebtedness~~ indebtedness, property or assets as are actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term “Dividends Paid in the Ordinary ~~Course~~ Course” shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a ~~sale~~ sale, transfer or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such Capital Reorganization, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon exercise of the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to ~~subsection 4.1(b)~~this Section 4.1. (gf) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the ~~Toronto Stock Exchange~~ NYSE Amex (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of ~~indebtedness~~ indebtedness, property or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (hg) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in ~~effect~~effect or a change in the number of Common Shares purchasable upon exercise by at least one one-hundredth of a Common Share, as the case may be; provided, however, that any adjustments which by reason of this subsection ~~4.1(h~~4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (ih) After any adjustment pursuant to this Section 4.1, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture (Oilsands Quest Inc)

Adjustment of Number of Common Shares. The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) ~~If and whenever at any time during the Adjustment Period, the Corporation shall: (i) subdivide, redivide~~ In case TCT shall pay or ~~change outstanding Common Shares into~~ make a greater number of shares, (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares at no additional cost to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend or other distribution ~~(other than the issue of~~ in Common Shares ~~to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course~~ on ~~the Common Shares), (~~any of ~~such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders~~ its shares of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributedbeneficial interest, the number of Common Shares ~~that would have been~~ into which each Unit and the related Partnership Interest thereafter may be converted shall be increased in proportion to the increase in outstanding ~~had such securities been exchanged for or converted into~~ Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment~~dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the record date fixed for such dividend or other distribution. (b) ~~If and whenever at any time during the Adjustment Period, the Corporation~~ In case TCT shall ~~fix a record date for the issuance of rights, options~~ issue rights or warrants to all ~~or substantially all the~~ holders of its ~~outstanding~~ Common Shares entitling ~~them, for a period expiring not more than 45 days after such record date,~~ them to subscribe for or purchase Common Shares ~~(or securities convertible or exchangeable into Common Shares)~~ at a price per share ~~(or having a conversion or exchange~~ less than the current market price per ~~share~~Common Share (as defined in paragraph (f) ~~less than 95% of the Current Market Price~~ below), each Limited Partner which is a holder of a ~~Common Share on such record date, the Exercise Price~~ Unit shall be ~~adjusted immediately after~~ entitled to receive such ~~record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total~~ number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options rights or warrants, as the case may be, as he would have been entitled to receive had he converted his Units and the related Partnership Interests immediately prior to the record date for such issuance by TCT. (c) ~~If and whenever at any time during~~ In case the ~~Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its~~ outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be ~~adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by~~ subdivided into a ~~fraction, of which the numerator shall be the total~~ greater number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”), any Warrantholder who has not exercised its right of acquisition prior to the effective date of such Capital Reorganization, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares ~~then sought to~~ into which each Unit and the related Partnership Interest thereafter may be ~~acquired by it~~converted shall be increased proportionately, and, conversely, in case outstanding Common Shares each shall be combined into a smaller number of shares, the number of ~~shares or other securities or property of~~ Common Shares into which each Unit and the ~~Corporation or of the body corporate, trust, partnership or other entity resulting from such Capital Reorganization, or to which such sale or conveyance~~ related Partnership Interest thereafter may be ~~made~~converted shall be reduced proportionately, such increase or reduction, as the case may be, ~~that~~ to become effective immediately after the opening of business on the day following the day upon which such ~~Warrantholder~~ subdivision or combination becomes effective. (d) In case the Common Shares shall be changed into the same or a different number of shares of any class or classes of shares of beneficial interest, whether by capital reorganization, reclassification, or otherwise (other than subdivision or combination of shares or a stock dividend described in paragraph (c) of this Paragraph) then and in each such event the Limited Partners shall have the right thereafter to convert their Units and the related Partnership Interests into the kind and amount of shares and other securities and property which would have been ~~entitled to receive on~~ received upon such ~~Capital Reorganization~~reorganization, ~~if, on the record date~~ reclassification or ~~the effective date thereof, as the case may be, the Warrantholder had been the registered holder~~ other change by holders of the number of Common Shares ~~sought to be acquired by it~~ into which the Units and ~~to which it was entitled to acquire upon exercise of~~ the Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, related Partnership Interests might have been converted immediately prior to such reorganization, reclassification or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizationschange. (e) ~~Notwithstanding any other provision~~ TCT may, but shall not be required to, make such adjustments to the number of Common Shares issuable upon conversion of a Unit and the related Partnership Interest, in addition to those required by paragraphs (a), (b), (c) and (d) of this ~~Indenture~~Section, and TCT's Board of Trustees shall have the power to resolve any ambiguity or correct any error in the ~~event of a Corporate Transaction, each Warrant will terminate immediately prior~~ adjustments made pursuant to ~~the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or~~ this Section and its ~~parent corporation (or person)~~ actions in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice so doing shall be ~~sent to the Warrant Trustee~~final and conclusive. (f) In For the purpose of any ~~case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein~~computation under paragraph (b) above, the ~~Corporation may defer~~current market price per Common Share on any date shall be deemed to be the average of the daily Closing Prices for the five consecutive Trading Days selected by TCT commencing not more than 20 Trading Days before, ~~until~~ and ending not later than, the ~~occurrence~~ earlier of ~~such event, issuing~~ the day in question and the day before the "ex" date with respect to the ~~holder~~ issuance or distribution requiring such computation. For the purposes of this paragraph (f), the term "`ex' date", when used in respect of any ~~Warrant exercised after such record~~ issuance or distribution, shall mean the first date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares trade regular way on such exchange or ~~Warrants are listed for trading),~~ in such market without the ~~holders~~ right to receive such issuance or distribution. Exhibit K Terms and Conditions of Convertible Preferred Partnership Interests The Convertible Preferred Partnership Interests granted by the Partnership to TCT pursuant to Section 3.5(a) of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments Agreement shall be subject to the ~~Exercise Price, be computed to the nearest whole cent~~ following terms and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) After any adjustment pursuant to this Section 4.1, the term Common Shares where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.conditions:

Appears in 1 contract

Samples: Limited Partnership Agreement (Town & Country Trust)

Adjustment of Number of Common Shares. 4.1 ADJUSTMENT OF NUMBER OF COMMON SHARES The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Purchase Warrants shall be subject to adjustment from time to time as follows: ~~(a) If~~ a. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares (or securities ~~exchangeable for or~~ convertible into Common ~~Shares at no additional cost~~ Shares) to ~~the holders of~~ all or substantially all of the holders of outstanding Common Shares by way of a stock dividend ~~or other distribution~~ (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares~~ in lieu of Dividends Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date); 1. Upon any adjustment to of the Exercise Price pursuant to ~~subsection 4.1(a~~subsections (a), (b) and (d) of this section 4.1, the number of Common Shares subject to the right of purchase under each Purchase Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Purchase Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment.~~adjustments; ~~(b) If~~ b. if and whenever at any time ~~during~~ after the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the ~~issuance~~ distribution to all or substantially all of the holders of Common Shares of rights, options or warrants ~~to all or substantially all the holders of its outstanding Common Shares~~ entitling ~~them,~~ them for a period expiring not more than 45 forty-five (45) days after such record ~~date,~~ date to subscribe for or purchase Common Shares (or securities convertible into, or exchangeable ~~into~~ for, Common Shares) at a price per share (or having a conversion price or exchange price per share) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the Exercise Price shall be adjusted immediately after such record date ~~so that it shall equal the amount determined~~ by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date ~~multiplied~~ plus the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities or exchangeable securities so offered) by such Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributedPrice, and of which the denominator shall be ~~the~~ total number of Common Shares outstanding on such record date ~~multiplied by such Current Market Price~~plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities or exchangeable securities so offered are convertible or exchangeable); any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that ~~such distribution is~~ any rights, options or warrants are not so ~~made~~issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such ~~shares or~~ rights, ~~options~~ option or ~~warrants or evidences of indebtedness or assets actually is distributed~~warrants, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders.; ~~(d) If~~ c. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the ~~Trustee~~ Corporation or its directors to give effect to or to evidence the provisions of this ~~subsection 4.1(d)~~subsection, the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~4.1(c) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; ~~(e) Notwithstanding~~ d. if and whenever at any ~~other provision of this Indenture, in~~ time from the ~~event of a Corporate Transaction, each Warrant will terminate immediately~~ date hereof and prior to the ~~specified effective date~~ Time of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the CorporationExpiry, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after fixes a record date for ~~an event referred~~ the making of a distribution to ~~herein,~~ all or substantially all the ~~Corporation may defer, until the occurrence~~ holders of ~~such event, issuing to the holder~~ its outstanding Common Shares of: (i) shares of any ~~Warrant exercised after such record date and before the occurrence of such event the additional~~ class other than Common ~~Shares or~~ Shares, other ~~securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver~~ than shares distributed to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders ~~of record~~ of Common Shares ~~or such other securities or property on and after~~ pursuant to their exercise of options to receive dividends in the ~~relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record~~ form of such ~~additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case~~ shares in ~~which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to~~ lieu of Dividends Paid in the ~~Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system~~ Ordinary Course on ~~which~~ the Common ~~Shares~~ Shares, or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the (ii) rights, options or warrants ~~referred to~~ (excluding rights exercisable for 45 days or less where the exercise price per share is not less than 95% of the Current Market Price on such record date), or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course), including shares of other corporations, then, provided that subsection 4.1(a) or subsection 4.1(b) or do not apply, then, and in each such case, the ~~securities~~Exercise Price shall be adjusted by the Corporation immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess of the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness or assets ~~referred~~ so distributed are the fair market value of the consideration received therefor by the Corporation from the holders of Common Shares as determined by action by the directors (whose determination shall be conclusive), and of which the denominator shall be that total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in ~~subsection 4.1(c)~~effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be~~, in such kind and number as they would have received if they had been holders of Common Shares on~~ ; e. the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% Article 4 in the Exercise Price ~~then in effect; provided, however, that any adjustments~~ and number of Common Shares and classes of securities which ~~by reason of this subsection 4.1(h)~~ are ~~not required~~ to be ~~made shall be carried forward and taken into account in any subsequent adjustment. (i)~~ received on the exercise of Purchase Warrants are cumulative. After any adjustment pursuant to this ~~Section 4.1~~section, the term "Common ~~Shares~~ Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Purchase Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Purchase Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section 4.1~~section, upon the full exercise of a Purchase Warrant.;

Appears in 1 contract

Samples: Warrant Indenture (Golden Star Resources LTD)

Adjustment of Number of Common Shares. ~~The acquisition rights as they relate to~~ 4.1 Adjustment upon Common ~~Shares~~Share Reorganization or Capital Reorganization (1) If, ~~attaching~~ at any time prior to the ~~Warrants in effect at any date~~Expiry Time, ~~and~~ the ~~Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows~~Company shall: (a~~) If and whenever at any time during the Adjustment Period, the Corporation shall: (i~~) subdivide, redivide or change its then the outstanding Common Shares into a greater number of shares,; or (iib) ~~reduce~~consolidate, reduce or combine ~~or consolidate the~~ its then outstanding Common Shares into a ~~smaller~~ lesser number of shares, ; or (~~iii~~c) issue Common Shares or ~~securities exchangeable for or convertible into Common Shares at no additional cost~~ Convertible Securities to ~~the holders of~~ all or substantially all of the ~~outstanding~~ holders of the Common Shares ~~by way of~~ as a stock dividend or other distribution (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends~~ a dividend paid in the ~~form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares~~ordinary course), ; (any of such ~~events in these clauses (i), (ii) and (iii)~~ event being herein called a “Common Share Reorganization”), then the number of Common Shares that a Holder is entitled to upon exercise shall be adjusted, effective immediately after the effective date or record date at which ~~the~~ holders of Common Shares are determined for the purposes of the Common Share Reorganization, ~~the Exercise Price shall be adjusted~~ by multiplying the ~~Exercise Price in effect~~ number of Common Shares that a holder was entitled to upon exercise of Special Warrants immediately prior to such effective date or record date by a ~~fraction,~~ fraction of which: (a) the numerator ~~of which~~ shall be the number of Common Shares outstanding ~~on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding~~ immediately after giving effect to such Common Share ~~Reorganization (~~Reorganization, including, without limitation, in the case ~~where~~ of a distribution of securities exchangeable for or convertible into Common ~~Shares at no additional cost are distributed~~Shares, the number of Common Shares that would have been outstanding ~~had~~ if such securities had been exchanged for or converted into Common Shares on such ~~record~~ date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and ; and (b) the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such effective date or record date ~~plus a~~ before giving effect to such Common Share Reorganization. (2) To the extent that any adjustment in the number of Common Shares ~~equal to the number arrived at by dividing the aggregate price~~ issuable upon exercise of the ~~total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price~~ Special Warrants occurs pursuant to subsection 4.1(1) as a result of the fixing by the Company of a record date for the distribution of securities exchangeable for or convertible ~~or exchangeable securities so offered) by such Current Market Price~~into Common Shares, ~~and of which~~ the ~~denominator shall be the total~~ number of Common Shares ~~outstanding~~ to which a Holder is entitled on ~~such record date plus~~ the ~~total number~~ exercise of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price his Special Warrants shall be readjusted immediately after the expiration of any relevant exchange or conversion right to the ~~Exercise Price~~ number of Common Shares to which ~~would then be in effect if~~ such ~~record date had not been fixed or to~~ Xxxxxx is entitled on the ~~Exercise Price~~ exercise of his Special Warrants which would then be in effect based upon the number of Common Shares ~~(or securities convertible or exchangeable into Common Shares)~~ actually issued ~~upon the exercise of~~ and remaining issuable after such ~~rights, options or warrants, as the case may be~~expiration. (c3) ~~If and whenever~~ (a) If, at any time ~~during~~ prior to the ~~Adjustment Period~~Expiry Time, ~~the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of~~ there occurs: (i) ~~securities of any class, whether~~ a reclassification or redesignation of the ~~Corporation~~ Common Shares or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), capital reorganization; or (ii) ~~rights~~a consolidation, ~~options~~ merger or ~~warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences~~ amalgamation of ~~its indebtedness~~ the Company with or ~~(iv) assets (excluding Dividends Paid~~ into any other corporation which results in the ~~Ordinary Course) then~~cancellation, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness reclassification or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification redesignation of the Common Shares or a ~~capital reorganization~~ change or conversion of the ~~Corporation (~~Common Shares into other ~~than as described in subsection 4.1(a))~~ shares or ~~a consolidation, amalgamation, arrangement~~ securities or ~~merger~~ the transfer of all or substantially all of the ~~Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and~~ assets of the ~~Corporation as an entirety~~ Company to another corporation or ~~substantially as an entirety to any other body corporate, trust, partnership or other~~ entity or ~~a liquidation, dissolution or winding up~~ the Company being controlled (within the meaning of the ~~Corporation~~ Income Tax Act (Canada)) by another corporation or entity; (any of such ~~events~~ event being ~~hereinafter~~ herein called a “Capital Reorganization”), ~~any Warrantholder who has not exercised its right of acquisition prior to~~ then, immediately upon the effective ~~date~~ time of such Capital ~~Reorganization, upon the exercise of such right~~ Reorganization and at all times thereafter, a Holder who exercises his right to acquire Common Shares shall be entitled to be issued and receive and shall ~~accept~~accept for the same aggregate consideration, upon such exercise, in lieu of the number of Common Shares ~~then sought~~ to ~~be acquired by it,~~ which he was theretofore entitled upon exercise of his Special Warrants the kind and aggregate number of shares or other securities or property of the ~~Corporation~~ Company or of the ~~body corporate, trust, partnership~~ Company or other entity resulting from such Capital ~~Reorganization,~~ Reorganization or ~~to which such sale or conveyance may be made, as the case may be,~~ any other corporation that ~~such Warrantholder~~ a Holder would have been entitled to be issued and receive on upon such Capital ~~Reorganization,~~ Reorganization if, ~~on the record date or~~ immediately prior to the effective ~~date~~ time thereof, ~~as the case may be, the Warrantholder~~ such Holder had been the registered holder of the number of Common Shares ~~sought to be acquired by it and~~ to which it he was theretofore entitled ~~to acquire~~ upon exercise of ~~the~~ his Special Warrants. If determined appropriate by the Trustee to give effect to or to evidence the provisions of this subsection 4.1(d), the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such Capital Reorganization, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.1 and which shall apply to successive Capital Reorganizations. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection 4.1(h) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (i) After any adjustment pursuant to this Section 4.1, the term Common Shares where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Special Warrant Indenture

Adjustment of Number of Common Shares. The acquisition rights ~~as they relate to Common Shares, attaching to the Warrants~~ in effect at any ~~date, and~~ date attaching to the ~~Exercise Price in respect thereof,~~ Purchase Warrants shall be subject to adjustment from time to time as follows: ~~(a) If~~ a. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares (or securities ~~exchangeable for or~~ convertible into Common ~~Shares at no additional cost~~ Shares) to ~~the holders of~~ all or substantially all of the holders of outstanding Common Shares by way of a stock dividend ~~or other distribution~~ (other than ~~the issue of Common Shares to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares~~ in lieu of Dividends Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date); 1. Upon any adjustment to of the Exercise Price pursuant to ~~subsection 4.1(a~~subsections (a), (b) and (d) of this section 4.1, the number of Common Shares subject to the right of purchase under each Purchase Warrant not previously exercised shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Purchase Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such ~~adjustment.~~adjustments; ~~(b) If~~ b. if and whenever at any time ~~during~~ after the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, the Corporation shall fix a record date for the ~~issuance~~ distribution to all or substantially all of the holders of Common Shares of rights, options or warrants ~~to all or substantially all the holders of its outstanding Common Shares~~ entitling ~~them,~~ them for a period expiring not more than 45 forty-five (45) days after such record ~~date,~~ date to subscribe for or purchase Common Shares (or securities convertible into, or exchangeable ~~into~~ for, Common Shares) at a price per share (or having a conversion price or exchange price per share) less than 95% of the Current Market Price ~~of a Common Share~~ on such record date, the Exercise Price shall be adjusted immediately after such record date ~~so that it shall equal the amount determined~~ by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of (i) securities of any class, whether of the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date ~~multiplied~~ plus the number arrived at by dividing the aggregate subscription or purchase price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible securities or exchangeable securities so offered) by such Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributedPrice, and of which the denominator shall be ~~the~~ total number of Common Shares outstanding on such record date ~~multiplied by such Current Market Price~~plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible securities or exchangeable securities so offered are convertible or exchangeable); any Common Shares owned by or held for the account of the Corporation or any Subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that ~~such distribution is~~ any rights, options or warrants are not so ~~made~~issued or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon the number and aggregate price of Common Shares (or securities convertible into Common Shares) actually issued upon the exercise of such ~~shares or~~ rights, ~~options~~ option or ~~warrants or evidences of indebtedness or assets actually is distributed~~warrants, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders.; ~~(d) If~~ c. if and whenever at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, ~~amalgamation, arrangement~~ amalgamation or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other ~~entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~entity, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the body corporate, trust, partnership or other entity resulting from such ~~Capital Reorganization~~merger, amalgamation or consolidation, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares sought to be acquired by ~~it and to which it was entitled to acquire upon exercise of the Warrants~~it. If determined appropriate by the ~~Trustee~~ Corporation or its directors to give effect to or to evidence the provisions of this ~~subsection 4.1(d)~~subsection, the Corporation, its successor, or such purchasing body corporate, partnership, trust or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, reorganization, consolidation, amalgamation, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. Any indenture entered into between the Corporation and the Trustee pursuant to the provisions of this subsection ~~4.1(d~~4.1(c) shall be a supplemental indenture entered into pursuant to the provisions of Article 88 hereof. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing body corporate, partnership, trust or other entity and the Trustee shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, reorganizations, amalgamations, consolidations, mergers, sales or conveyances; d. if and whenever at any time from the date hereof and prior to the Time of Expiry, the Corporation fixes a record date for the making of a distribution to all or substantially all the holders of its outstanding Common Shares of: (ei) ~~Notwithstanding~~ shares of any class other ~~provision~~ than Common Shares, other than shares distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares, or (ii) rights, options or warrants (excluding rights exercisable for 45 days or less where the exercise price per share is not less than 95% of the Current Market Price on such record date), or (iii) evidences of its indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course), including shares of other corporations, then, provided that subsection 4.1(a) or subsection 4.1(b) do not apply, then, and in each such case, the Exercise Price shall be adjusted by the Corporation immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price on such record date, less the excess of the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such shares, rights, options, warrants, evidences of indebtedness or assets so distributed are the fair market value of the consideration received therefor by the Corporation from the holders of Common Shares as determined by action by the directors (whose determination shall be conclusive), and of which the denominator shall be that total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any subsidiary of the Corporation shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares, rights, options, warrants, evidences of indebtedness or assets actually distributed, as the case may be; e. the adjustments provided for in this Article 4 in the Exercise Price and number of Common Shares and classes of securities which are to be received on the exercise of Purchase Warrants are cumulative. After any adjustment pursuant to this section, the term "Common Shares" where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this section, the Warrantholder is entitled to receive upon the exercise of its Purchase Warrant, and the number of Common Shares indicated by any exercise made pursuant to a Purchase Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this section, upon the full exercise of Purchase Warrant; f. for the purposes of this ~~Indenture~~section 4.1, "Dividends Paid in the Ordinary Course" means cash dividends declared payable on the Common Shares in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the ~~event of a Corporate Transaction~~aggregate, ~~each Warrant will terminate immediately prior to~~ the ~~specified effective date~~ greater of: (i) 200% of the ~~Corporate Transaction, unless the Warrant is assumed~~ aggregate amount of cash dividends declared payable by the ~~successor corporation~~ Corporation on the Common Shares in its immediately preceding fiscal year; (~~or person~~ii) ~~or its parent corporation (or person) in connection with~~ 300% percent of the ~~Corporate Transaction. Upon approval~~ arithmetic mean of ~~a Corporate Transaction~~ the aggregate amounts of cash dividends declared payable by the ~~directors~~ Corporation on the Common Shares in its three immediately preceding fiscal years; and (iii) 50% percent of the aggregate consolidated net income of the Corporation, ~~the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise~~ before extraordinary items, for its ~~Warrants on a basis that provides the Warrantholder with the ability to participate~~ immediately preceding fiscal year; g. in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this ~~Section~~ section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such ~~record date and before the occurrence of such~~ event the additional Common Shares ~~or other securities or property~~ issuable upon such ~~exercise~~ conversion by reason of the adjustment required by such ~~event~~event before giving effect to such adjustment; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder~~’s right~~ 's rights to receive such additional Common Shares ~~or other securities or property~~ upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares ~~or other securities or property~~ declared in favour of holders of record of Common Shares ~~or such other securities or property~~ on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~(g), have become the holder of record of such additional Common ~~Shares~~ Shares; h. if the purchase price provided for in any right, warrant or ~~other securities or property pursuant to~~ option issued as described in subsection ~~4.1(b).~~ (~~g) In any case in which subsections 4.1(a), 4.1(b~~b) or ~~4.1(c~~(d) ~~require that an adjustment be made to~~ is decreased, or the price at which Common Shares are issued as described in subsection (a) is decreased or the rate of conversion at which any convertible securities which are issued as described in subsection (a) is increased, the Exercise ~~Price, no such adjustment shall be made if~~Price shall, subject to ~~the prior approval of the Toronto Stock Exchange~~ subsection (~~or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading~~g), forthwith be changed so as to decrease the ~~holders~~ Exercise Price to such Exercise Price as would have been obtained had the adjustment made in connection with the issuance of ~~the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the~~ all such rights, options or ~~warrants referred to~~ securities been made upon the basis of such purchase price as so decreased or such rate as so increased; i. no adjustment in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price ~~in effect on the applicable record~~ or ~~effective date, as the case may be. (h) The adjustments provided for in this Section 4.1 are cumulative and shall,~~ in the ~~case~~ number of ~~adjustments~~ shares to be issued pursuant to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment exercise of the ~~Exercise Price~~ Warrants shall be required unless such adjustment would ~~require an increase or decrease~~ result in a change of at least 1% in the Exercise Price then in ~~effect;~~ effect or unless the number of shares to be issued would change by at least 1/100th of a share, provided, however, that any ~~adjustments which by reason~~ adjustments, which, except for the provisions of this subsection ~~4.1(h~~4.1(i) ~~are not~~ would otherwise have been required to be ~~made~~ made, shall be carried forward and taken into account in any subsequent adjustment.; (ij. no adjustment in the Exercise Price shall be made in respect of any event described in paragraph 4.1(a)(iii) ~~After any adjustment pursuant~~ and subsections 4.1(b) or 4.1(d): i. if the Warrantholders are entitled to ~~this Section 4.1~~participate in such event on the same terms mutatis mutandis as if they had exercised their purchase rights prior to the effective date or record date or such event, subject to the ~~term~~ prior approval of TSX to such participation if the Common Shares ~~where used~~ or the Warrants are then listed on such exchange; or ii. in ~~this Indenture shall be interpreted to mean securities~~ respect of any ~~class or classes which, as a result of such adjustment~~ rights to acquire shares which are presently outstanding; and k. in determining at any time and ~~all prior adjustments pursuant~~ from time to ~~this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and~~ time the number of Common Shares ~~indicated by~~ outstanding at any ~~exercise made pursuant to a Warrant~~ particular time for purposes of this section 4.1, there shall be ~~interpreted to mean the~~ included that number of Common Shares ~~or other property or~~ which would be outstanding upon conversion of all convertible securities ~~a Warrantholder is entitled to receive~~then outstanding, ~~as a result of such adjustment~~ and ~~all prior adjustments pursuant to this Section 4.1,~~ upon ~~the full~~ exercise of ~~a Warrant~~all rights, options or warrants then outstanding to purchase Common Shares, and there shall be excluded any Common Shares (and Common Shares which would be outstanding upon conversion of convertible securities) held by or for the account of the Corporation.

Appears in 1 contract

Samples: Warrant Indenture (Golden Star Resources LTD)

Adjustment of Number of Common Shares. The ~~acquisition~~ subscription rights ~~as they relate to Common Shares,~~ in effect at any date attaching to the Warrants ~~in effect at any date, and the Exercise Price in respect thereof,~~ shall be subject to adjustment from time to time as ~~follows:~~set forth below. (a) If and ~~whenever~~ whenever, at any time ~~during~~ from the ~~Adjustment Period~~date hereof and prior to the Expiry Time, the Corporation shall: (i) subdivide, redivide or change its outstanding Common Shares into a greater number of shares,; (ii) reduce, combine or consolidate ~~the~~ its outstanding Common Shares into a smaller number of shares, ; or (iii) issue Common Shares or securities convertible or exchangeable ~~for or convertible~~ into Common Shares ~~at no additional cost~~ to the holders of all or substantially all of the outstanding Common Shares by way of a stock dividend ~~or other distribution~~ (other than a dividend paid in the ordinary course or the issue of Common Shares ~~to holders~~ of Common Shares pursuant to their exercise of options to receive dividends in the form of Common Shares in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such record date before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares at no additional cost are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment. (b) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities convertible or exchangeable into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the amount determined by multiplying the Exercise Price in effect on such record date by a fraction of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the number arrived at by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by such Current Market Price, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase or into which the convertible or exchangeable securities so offered are convertible or exchangeable; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon ~~the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the~~ an exercise of such rights, options or warrants, as the case may be. (c) If and whenever at any time during the Adjustment Period, the Corporation shall fix a record date for the making of a distribution to all or substantially all the holders of ~~its outstanding Common Shares of (i) securities of any class, whether of~~ the Corporation or any other person (other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding those referred to in subsection 4.1(b)), (iii) evidences of its indebtedness or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price of a Common Share on such record date, less the aggregate fair market value (as determined by the directors, which determination shall be conclusive) of such securities shares, rights, options, warrants, evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such adjustment shall be made successively whenever such a record date is fixed; to the extent that such distribution is not so made, the Exercise Price shall be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time during the Adjustment Period, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in subsection 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other body corporate, trust, partnership or other entity, or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity or a liquidation, dissolution or winding up of the Corporation (any of such events being hereinafter called a “Capital Reorganization”Warrants), any Warrantholder who has not exercised its right of ~~acquisition~~ subscription prior to the effective date of ~~such Capital Reorganization~~the events referred to in (i), (ii) or (iii) above, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be ~~acquired~~ purchased by ithim, but for the same aggregate consideration payable therefore, the number of shares or other securities or property of the Corporation resulting from such events that such Warrantholder would have been entitled to receive if the Warrantholder had been the registered holder of the number of Common Shares receivable upon the exchange of Warrants then held. (b) If and whenever, at any time from the date hereof and prior to the Expiry Time, there is a reclassification of the Common Shares or a capital reorganization of the Corporation other than as described in subsection 4.1(a) or a consolidation, amalgamation, plan of arrangement, business combination or merger of the Corporation with or into any other Person (other than a consideration, amalgamation, plan of arrangement, business combination or merger that do not result in any reclassification of the Common Shares or a change of Common Shares into other shares), or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other Person, any Warrantholder who has not exercised its right of acquisition prior to the effective date of such reclassification, capital reorganization, consolidation, amalgamation, plan of arrangement, business combination, merger, sale or conveyance, upon the exercise of such right thereafter, shall be entitled to receive and shall accept, in lieu of the number of Common Shares then sought to be purchased by him, but for the same aggregate consideration payable therefor, the number of shares or other securities or property of the Corporation or of the ~~body corporate, trust, partnership or other entity~~ Person resulting from such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, plan of arrangement, business combination or merger, or to which such sale or conveyance may be made, as the case may be, that such Warrantholder would have been entitled to receive on such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, plan of arrangement, business combination, merger, sale or conveyance, if, on the record date or the effective date thereof, as the case may be, the Warrantholder had been the registered holder of the number of Common Shares ~~sought to be acquired by it and to which it was entitled to acquire~~ receivable upon ~~exercise~~ the exchange of ~~the Warrants.~~ Warrants then held. (c) If determined appropriate by the ~~Trustee~~ Warrant Agent to give effect to or to evidence the provisions of ~~this~~ subsection ~~4.1(d~~4.1(b), the Corporation, its successor, or ~~such~~ a purchasing ~~body corporate, partnership, trust or other entity~~Person referenced under subsection 4.1(b), as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, plan of arrangement, business combination, merger, sale or conveyance, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the Warrantholders to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any shares, other securities or property to which a Warrantholder is entitled on the exercise of its acquisition rights thereafter. . (d) Any indenture entered into between the Corporation and the ~~Trustee~~ Warrant Agent pursuant to the provisions of this ~~subsection 4.1(d)~~ section 4.1 shall be a supplemental indenture entered into pursuant to the provisions of Article 8. Any indenture entered into between the Corporation, any successor to the Corporation or ~~such~~ a purchasing ~~body corporate~~Person referenced under subsection 4.1(b), ~~partnership, trust or other entity~~ and the ~~Trustee~~ Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this ~~Section~~ section 4.1 and which shall apply to successive ~~Capital Reorganizations~~reclassifications, capital reorganizations, amalgamations, arrangements, consolidations, business combinations, mergers, sales or conveyances. (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection 4.1(f), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (g) In any case in which subsections 4.1(a), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the Toronto Stock Exchange (or other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection 4.1(a), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (h) The adjustments provided for in this ~~Section 4.1 are cumulative and shall,~~ Article 4 in the ~~case~~ number of ~~adjustments~~ Common Shares and classes of securities which are to be received on the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions exercise of ~~this Section 4.1, provided~~ Warrants are cumulative. Provided that, notwithstanding any other provision of this ~~Section~~section 4.1, no adjustment of the ~~Exercise Price~~ Common Shares shall be required unless the cumulative effect of such adjustment would require an increase or decrease of at least ~~1% in the Exercise Price then in effect;~~ one one-hundredth of a Common Share (provided, however, that any adjustments which by reason of this subsection ~~4.1(h~~4.1(e) are not required to be made shall be carried forward and taken into account in any subsequent adjustment~~. (i)~~ ). After any adjustment pursuant to this ~~Section~~ section 4.1, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean ~~securities~~ shares of any class or ~~classes~~ classes, other securities or property which, as a result of such adjustment and all prior adjustments pursuant to this ~~Section~~ section 4.1, the Warrantholder is entitled to receive upon the exercise of ~~his Warrant~~ its Warrants, and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of ~~Common Shares~~ shares of any class or classes, other securities or property ~~or securities~~ a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this ~~Section~~ section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture

Adjustment of Number of Common Shares. ‌ The acquisition rights as they relate to Common Shares, attaching to the Warrants in effect at any date, and the Exercise Price in respect thereof, shall be subject to adjustment from time to time as follows: (a) If and whenever at any time ~~during~~ prior to the ~~Adjustment Period,~~ Time of Expiry the Corporation ~~shall:~~ shall (i) ~~subdivide,~~ subdivide or redivide ~~or change~~ the outstanding Common Shares into a greater number of shares, , (ii) reduce, combine or consolidate the outstanding Common Shares into a smaller number of shares, or or (iii) issue Common Shares or securities exchangeable for or convertible into Common Shares ~~at no additional cost~~ to the holders of all or substantially all of the outstanding Common Shares by way of a ~~stock~~ dividend or ~~other~~ distribution (other than ~~the~~ an issue of Common Shares to holders of Common Shares pursuant to ~~their exercise of options~~ any right granted to such holders to receive ~~dividends in the form of~~ such Common Shares in lieu of Dividends Paid in the Ordinary ~~Course on the Common Shares~~Course), (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then effective immediately after the record date at which the holders of Common Shares are determined for the purposes of the Common Share Reorganization, the Exercise Price shall be adjusted by multiplying the Exercise Price in effect on the effective date of such subdivision, redivision, reduction, combination or consolidation or on the record date for such issue of Common Shares by way of a dividend or other distribution, as the case may be, shall be the product of the Exercise Price immediately prior to such effective date or record date and the quotient of the number of Common Shares outstanding immediately before such effective or record date divided by ~~a fraction, the numerator of which shall be~~ the number of Common Shares outstanding on such effective date or record date ~~before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding~~ after giving effect to the applicable transaction. Such adjustment shall be made successively whenever any event referred to in this Section 4.1(a) shall occur. Any such ~~Common Share Reorganization (including, in the case where securities exchangeable for or convertible into~~ issue of Common Shares ~~at no additional cost are distributed,~~ by way of a dividend or distribution shall be deemed to have been made on the record date for the dividend or distribution for the purpose of calculating the number of outstanding Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares on such record date). Upon any adjustment to the Exercise Price pursuant to subsection 4.1(a), the number under subsections (b) and (c) of Common Shares subject to the right of purchase under each Warrant shall be contemporaneously adjusted by multiplying the number of Common Shares which theretofore may have been purchased under such Warrant by a fraction of which the numerator shall be the respective Exercise Price in effect immediately prior to such adjustment and the denominator shall be the respective Exercise Price resulting from such adjustment.this Section 4.1.‌ (b) If and whenever at any time ~~during~~ prior to the ~~Adjustment Period,~~ Time of Expiry the Corporation shall fix a record date for the issuance of ~~rights~~options, ~~options~~ rights or warrants to all or substantially all the holders of its outstanding Common Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Common Shares (or securities exchangeable for or convertible ~~or exchangeable~~ into Common Shares) at a price per share (or having a conversion or exchange price per share) less than 95% of the Current Market Price of a Common Share on such record date, the Exercise Price shall be adjusted effective immediately after such record date so that it shall equal the ~~amount~~ price determined by multiplying the Exercise Price in effect on such record date by a ~~fraction~~ fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date plus a number of Common Shares equal to the ~~number arrived at~~ quotient obtained by dividing the aggregate price of the total number of additional Common Shares offered for subscription or purchase (or the aggregate conversion or exchange price of the convertible or exchangeable securities so offered) by ~~such~~ the Current Market ~~Price~~Price per Common Share as of such record date, and of which the denominator shall be the total number of Common Shares outstanding on such record date plus the total number of additional Common Shares offered for subscription or purchase (or into which the convertible or exchangeable securities so offered are convertible or exchangeable~~; any Common Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any such computation; such~~ ). Such adjustment shall be made successively whenever such a record date is fixed~~; to~~ . To the extent that any such ~~rights~~options, ~~options~~ rights or warrants are not so issued or any such options, rights or warrants are not exercised prior to the expiration thereof, the Exercise Price shall be ~~readjusted~~ re-adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect ~~based upon~~ if only the number of Common Shares (or securities convertible or exchangeable into Common Shares) actually issued upon the exercise of such ~~rights~~options, ~~options~~ rights or ~~warrants~~warrants were included in such fraction, as the case may be. (c) If and whenever at any time ~~during~~ prior to the ~~Adjustment Period,~~ Time of Expiry the Corporation shall fix a record date for the ~~making of a~~ issue or the distribution to all or substantially all the holders of its outstanding Common Shares of (i) ~~securities~~ shares of any ~~class, whether of the Corporation or any other person (~~class other than Common Shares and other than securities distributed to holders of Common Shares pursuant to their exercise of options to receive dividends in the form of such securities in lieu of Dividends Paid in the Ordinary Course on the Common Shares), (ii) rights, options or warrants (excluding ~~those referred~~ rights, options or warrants entitling the holders thereof for a period of not more than 45 days after the date of issue thereof to ~~in subsection 4.1(b)~~subscribe for or purchase Common Shares or securities convertible into Common Shares), (iii) evidences of its ~~indebtedness~~ indebtedness, or (iv) assets (excluding Dividends Paid in the Ordinary Course) then, in each such case, the Exercise Price shall be adjusted immediately after such record date so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction, of which the numerator shall be the total number of Common Shares outstanding on such record date multiplied by the Current Market Price ~~of a~~ per Common Share on such record date, less the ~~aggregate~~ fair market value (as determined by the ~~directors~~directors of the Corporation, with the approval of the Warrant Agent and the appropriate stock exchange (if required), which determination shall be conclusive) of such ~~securities shares,~~ shares or rights, ~~options, warrants,~~ options or warrants or evidences of indebtedness or assets so distributed, and of which the denominator shall be the total number of Common Shares outstanding on such record date multiplied by ~~such~~ the Current Market ~~Price; any~~ Price per Common ~~Shares owned by or held for the account of the Corporation or any Subsidiary shall be deemed not to be outstanding for the purpose of any~~ Share on such ~~computation; such~~ record date. Such adjustment shall be made successively whenever such a record date is fixed~~; to~~ . To the extent that such distribution is not so made, the Exercise Price shall be ~~readjusted~~ re- adjusted to the Exercise Price which would then be in effect if such record date had not been fixed or to the Exercise Price which would then be in effect based upon such shares or rights, options or warrants or evidences of indebtedness or assets actually is distributed, as the case may be; in clause (iv) of this subsection 4.1(c) the term Dividends Paid in the Ordinary Course shall include the value of any securities or other property or assets distributed in lieu of cash Dividends Paid in the Ordinary Course at the option of Shareholders. (d) If and whenever at any time ~~during~~ prior to the ~~Adjustment Period~~Time of Expiry, there is a reclassification of the Common Shares or a capital reorganization of the Corporation (other than as described in ~~subsection~~ Section 4.1(a)) or a consolidation, amalgamation, arrangement or merger of the Corporation with or into any other ~~body corporate, trust, partnership~~ person or other entity, ; or a sale or conveyance of the property and assets of the Corporation as an entirety or substantially as an entirety to any other ~~body corporate, trust, partnership~~ person or other entity or a liquidation, dissolution or ~~winding~~ winding-up of the ~~Corporation (any of such events being hereinafter called a “Capital Reorganization”)~~Corporation, any ~~Warrantholder~~ holder of a Warrant who has not exercised its right of ~~acquisition~~ exercise prior to the ~~effective~~ effective‌ date of such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, upon the exercise of such right thereafter, shall be entitled to receive and shall ~~accept~~accept for the same aggregate consideration, in lieu of the number of Common Shares then sought to be acquired by it, the number of shares or other securities or property of the Corporation or of the ~~body corporate, trust, partnership~~ person or other entity resulting from such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, or to which such sale or conveyance may be ~~made~~made or which holders of Common Shares receive pursuant to such liquidation, dissolution or winding-up, as the case may be, that such ~~Warrantholder~~ holder of a Warrant would have been entitled to receive on such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement or merger, sale or conveyance or liquidation, dissolution or winding-up, if, on the record date or the effective date thereof, as the case may be, the ~~Warrantholder~~ holder had been the registered holder of the number of Common Shares sought to be acquired by it and to which it was entitled to acquire upon the exercise of the Warrants. If determined appropriate by the ~~Trustee~~ directors of the Corporation, to give effect to or to evidence the provisions of this ~~subsection~~ Section 4.1(d), the Corporation, its successor, or such purchasing ~~body corporate, partnership, trust~~ person or other entity, as the case may be, shall, prior to or contemporaneously with any such ~~Capital Reorganization~~reclassification, capital reorganization, consolidation, amalgamation, arrangement, merger, sale or conveyance or liquidation, dissolution or winding-up, enter into an indenture which shall provide, to the extent possible, for the application of the provisions set forth in this Indenture with respect to the rights and interests thereafter of the ~~Warrantholders~~ holder of Warrants to the end that the provisions set forth in this Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with respect to any ~~shares,~~ shares or other securities or property to which a ~~Warrantholder is~~ holder of Warrants entitled on the exercise of its ~~acquisition~~ rights thereafter. Any indenture entered into between the Corporation and the ~~Trustee~~ Warrant Agent pursuant to the provisions of this ~~subsection~~ Section 4.1(d) shall be a supplemental indenture entered into pursuant to the provisions of ~~Article~~ ARTICLE 8. Any indenture entered into between the Corporation, any successor to the Corporation or such purchasing ~~body corporate, partnership, trust~~ person or other entity and the ~~Trustee~~ Warrant Agent shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided in this Section ~~4.1~~ 4.1(d) and which shall apply to successive ~~Capital Reorganizations.~~reclassifications, capital reorganizations, consolidations, amalgamations, mergers, sales or conveyances and to any successive liquidation, dissolution or winding up; (e) Notwithstanding any other provision of this Indenture, in the event of a Corporate Transaction, each Warrant will terminate immediately prior to the specified effective date of the Corporate Transaction, unless the Warrant is assumed by the successor corporation (or person) or its parent corporation (or person) in connection with the Corporate Transaction. Upon approval of a Corporate Transaction by the directors of the Corporation, the Corporation will give notice to each Warrantholder which will set forth terms that permit a Warrantholder to exercise its Warrants on a basis that provides the Warrantholder with the ability to participate in the Corporate Transaction or, failing completion of the Corporate Transaction, to retain all rights under the Warrants in accordance with the terms of this Indenture. A copy of such notice shall be sent to the Warrant Trustee. (f) In any case in which this Section 4.1 shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Corporation may defer, until the occurrence of such event, issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event the additional Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event; provided, however, that the Corporation shall deliver to such holder an appropriate instrument evidencing such holder’s right to receive such additional Common Shares or other securities or property upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares or other securities or property declared in favour of holders of record of Common Shares or such other securities or property on and after the relevant date of exercise or such later date as such holder would, but for the provisions of this subsection ~~4.1(f~~4.1(e), have become the holder of record of such additional Common Shares or other securities or property pursuant to subsection 4.1(b). (gf) In any case in which subsections ~~4.1(a~~4.1(a)(iii), 4.1(b) or 4.1(c) require that an adjustment be made to the Exercise Price, no such adjustment shall be made if, subject to the prior approval of the ~~Toronto Stock Exchange~~ CSE (or such other stock exchange or trading system on which the Common Shares or Warrants are listed for trading), the holders of the outstanding Warrants receive the Common Shares or securities exchangeable for or convertible into Common Shares referred to in subsection ~~4.1(a~~4.1(a)(iii), the rights, options or warrants referred to in subsection 4.1(b) or the securities, rights, options, warrants, evidences of indebtedness or assets referred to in subsection 4.1(c), as the case may be, in such kind and number as they would have received if they had been holders of Common Shares on the applicable record date or effective date, as the case may be, by virtue of their outstanding Warrant having then been exercised into Common Shares at the Exercise Price in effect on the applicable record or effective date, as the case may be. (hg) The adjustments provided for in this Section 4.1 are cumulative and shall, in the case of adjustments to the Exercise Price, be computed to the nearest whole cent and shall apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section 4.1, provided that, notwithstanding any other provision of this Section, no adjustment of the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Exercise Price then in effect; provided, however, that any adjustments which by reason of this subsection ~~4.1(h~~4.1(g) are not required to be made shall be carried forward and taken into account in any subsequent adjustment. (ih) After any adjustment pursuant to this Section 4.1, the term “Common ~~Shares~~ Shares” where used in this Indenture shall be interpreted to mean securities of any class or classes which, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, the Warrantholder is entitled to receive upon the exercise of his Warrant and the number of Common Shares indicated by any exercise made pursuant to a Warrant shall be interpreted to mean the number of Common Shares or other property or securities a Warrantholder is entitled to receive, as a result of such adjustment and all prior adjustments pursuant to this Section 4.1, upon the full exercise of a Warrant.

Appears in 1 contract

Samples: Warrant Indenture

Common use of Adjustment of Number of Common Shares Clause in Contracts