Common use of COMMON SHARE PURCHASE WARRANTS Clause in Contracts

COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT for value received • (the “Holder”) is the registered holder of the number of warrants (the “Warrants”) stated above and is entitled, for each Warrant represented hereby, to purchase one Common Share (subject to adjustment as hereinafter referred to) in the capital of Titan Medical Inc. (the “Company”) at any time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29, 2022 (the “Expiry Time”) by surrendering to Computershare Trust Company of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form of the attached Subscription Form duly completed and executed and accompanied by payment of CDN$0.20 per share, subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in Xxxxxxx, Xxxxxxx. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29, 2017 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificate, the provisions of the Warrant Indenture shall prevail. Subject to the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non-assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant Certificate. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Warrants represented hereby and the Common Shares issuable upon the exercise hereof, have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth on the Subscription Form on the reverse side of this Warrant Certificate. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.

Appears in 1 contract

Samples: Warrant Indenture (Titan Medical Inc)

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COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT Each whole Warrant will entitle the holder to acquire one Share from the Company at a price of US$9.00 per Share for value received • a period of 40 months following Closing. OVER-ALLOTMENT OPTION: The Company has granted the underwriters an option, exercisable at the Issue Price at any time up to 30 days following the closing of the offering, to purchase up to an additional 15% of the offering (which may be comprised of the acquisition of additional Units, Shares and/or Warrants) to cover overallotments, if any. USE OF PROCEEDS: The Company plans to use the net proceeds of the offering to fund growth opportunities, working capital, and other general corporate purposes. LISTING: Application will be made to list the Common Shares on the Toronto Stock Exchange (the “HolderTSX”) is and on the registered holder of the number of warrants New York Stock Exchange (the “WarrantsNYSE”) stated above and is entitled, for each Warrant represented hereby, to purchase one Common Share (the Warrants on the TSX. Listing will be subject to adjustment as hereinafter referred tofulfilling all the listing requirements of the TSX and NYSE, respectively, including distribution of the Warrants to a minimum number of public securityholders. The existing common shares of the Company are listed on the TSX under the symbol “ACB” and the NYSE under the symbol “ACB”. FORM OF OFFERING: Public offering by way of a final base shelf prospectus and prospectus supplement filed in each of the provinces of Canada (except Québec) and pursuant to the multijurisdictional disclosure system in the capital United States. ELIGIBILITY: Eligible for DPSPs, RDSPs, RESPs, RRIFs, RRSPs and TFSAs. BOOKRUNNERS: BMO Capital Markets and ATB Capital Markets Inc. CO-MANAGERS: CIBC Capital Markets UNDERWRITING FEE: 4.75% PRICING DATE: November 11, 2020 CLOSING DATE: November 16, 2020 The Company has filed a registration statement (including a prospectus) with the United States Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you may request it from BMO Capital Markets, Brampton Distribution Centre C/O The Data Group of Titan Medical Companies, 0000 Xxxxxxx Xxxx, Xxxxxxxx, Xxxxxxx, X0X 0X0 (905-791-3151 Ext 431; xxxxxxxxxxxxxxxx@xxxxxxxxx.xx) or from BMO Capital Markets Corp., Attn: Equity Syndicate Department, 0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 (000-000-0000; xxxxxxxxxxxxx@xxx.xxx); or from ATB Capital Markets Inc., Attn: Xxxx X’Xxxxxx, 000-000 0xx Xxx XX, Xxxxxxx, Xxxxxxx, X0X 0X0 (+0 (000) 000-0000; xxxxx_xxxxxxxx@xxx.xxx). Investing in securities of the Company involves a high degree of risk. You should carefully review the risks outlined in the final base shelf prospectus (together with any prospectus supplement) and in the documents incorporated by reference in the final base shelf prospectus and any prospectus supplement and consider such risks in connection with an investment in such securities. See “Risk Factors” in the final base shelf prospectus. Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully in the final base shelf prospectus. Prospective investors should read the tax discussion contained in the applicable prospectus supplement with respect to the offering described herein. SCHEDULE III None. SCHEDULE IV Form of Lock-Up Letter November 11, 2020 BMO Xxxxxxx Xxxxx Inc. ATB Capital Markets Inc. CIBC World Markets Inc. c/o BMO Xxxxxxx Xxxxx Inc. 000 Xxxx Xxxxxx Xxxx, 0xx Xxxxx Xxxxxxx, XX X0X 0X0 RE: Aurora Cannabis Inc. (the “CompanyCorporation”) Ladies and Gentlemen: The undersigned is an owner of record or a beneficial owner of certain common shares, without par value, of the Corporation (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Corporation proposes to carry out an offering (the “Offering”), of units of the Corporation, with each unit consisting of one Share and one-half of one Share purchase warrant of the Corporation for which you will act as the Underwriters (as defined in the Underwriting Agreement (as defined below) relating to the Offering to which the Corporation is a party). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Corporation. The undersigned acknowledges that you are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and, at a subsequent date, entering into an Underwriting Agreement (the “Underwriting Agreement”) with the Corporation with respect to the Offering. In consideration of the foregoing, and for other good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that the undersigned will not, without the prior written consent of BMO Xxxxxxx Xxxxx Inc. (“BMO”) (which consent may be withheld in its sole discretion), directly or indirectly, (1) sell, offer, contract or grant any time from option to sell (including without limitation any short sale), pledge, assign transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise dispose of any Shares, options or warrants to acquire Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned, provided that the undersigned and each other officer or director of the Corporation entering into a similar lock-up letter in connection with the Offering, collectively may sell up to an aggregate amount of US$5 million dollars of such securities of the Corporation, (2) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of all or any part of the Shares, or securities exchangeable or exercisable for or convertible into Shares currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned regardless of whether any such transaction is to be settled in securities, in cash or otherwise, (3) make any demand for or exercise any right or cause to be filed (i) a registration statement, including any amendments thereto, with the U.S. Securities and Exchange Commission or (ii) a Canadian prospectus under applicable Canadian securities laws with respect to the registration or qualification of any Shares or securities exchangeable or exercisable for or convertible into Shares or any other securities of the Corporation or (4) publicly announce an intention to do any of the foregoing, for a period commencing on the date hereof and continuing through the close of trading on the date 90 days after the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29, 2022 the Underwriting Agreement (the “Expiry TimeLock-up Period) by surrendering ); provided, that the foregoing restrictions shall not apply to Computershare Trust Company the transfer of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form any or all of the attached Subscription Form duly completed Shares owned by the undersigned, either during his lifetime or on death, by gift, will or intestate succession to the immediate family of the undersigned, or to a trust with respect to which one or more of the undersigned or an immediate family member of the undersigned is the exclusive beneficiary, or as a distribution to the limited partners, members, shareholders or affiliates of the undersigned; provided, however, that in any such case, it shall be a condition to such transfer that (A) such transfer is not for value, (B) the transferee executes and executed delivers to BMO an agreement stating that the transferee is receiving and accompanied by payment of CDN$0.20 per share, holding the Shares subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in Xxxxxxx, Xxxxxxx. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29, 2017 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificateletter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement and (C) no public disclosure and no filing by any party to the provisions transfer (donor, donee, transferor or transferee) under the Exchange Act and the applicable Canadian securities laws shall be required nor shall be voluntarily made reporting a reduction in beneficial ownership of the Warrant Indenture shall prevail. Subject Shares in connection with such transfer or distribution prior to the Indenture expiration of the Lock-up Period (as the same may be extended pursuant to the terms hereof). The undersigned also agrees and consents to any restriction under applicable law the entry of stop transfer instructions with the Corporation’s transfer agent and registrar against the transfer of Shares or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable securities convertible into or exchangeable or exercisable for Shares held by the registered holder hereof undersigned except in compliance with the conditions prescribed in foregoing restrictions. This letter agreement is irrevocable and will be binding on the Indenture undersigned and the due completionrespective successors, heirs, personal representatives, and assigns of the undersigned. The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. This letter agreement shall automatically terminate and be of no further effect upon the earliest to occur, if any, of (i) the date that the Corporation advises BMO, in writing, prior to execution and delivery of a Transfer Form (as attached hereto) in accordance the Underwriting Agreement, that it has determined not to proceed with the terms Offering, or the (ii) termination of the Indenture. Upon due exercise Underwriting Agreement prior to the closing of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non-assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant CertificateOffering. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Warrants represented hereby and the Common Shares issuable upon the exercise hereof, have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth on the Subscription Form on the reverse side of this Warrant Certificate. The Warrants and the Warrant Indenture This letter agreement shall be governed by by, and performed, construed and enforced in accordance with with, the laws of the Province of Ontario and the federal laws of Canada applicable therein therein. Printed Name of Holder By: Signature Printed Name of Person Signing (and shall be treated in all respects indicate capacity of person signing if signing as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by custodian, trustee, or on behalf of the Warrant Agent for the time being under the Warrant Indenture.an entity)

Appears in 1 contract

Samples: Underwriting Agreement (Aurora Cannabis Inc)

COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT for value received • (the “Holder”) is the registered holder of the number of warrants (the “Warrants”) stated above and is entitled, for each whole Warrant represented hereby, to purchase one Common Share (subject to adjustment as hereinafter referred to) in the capital of Titan Medical Inc. (the “Company”) at any time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29March 16, 2022 2021 (the “Expiry Time”) by surrendering to Computershare Trust Company of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form of the attached Subscription Form duly completed and executed and accompanied by payment of CDN$0.20 CDN$0.50 per share, subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in Xxxxxxx, Xxxxxxx. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29March 16, 2017 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificate, the provisions of the Warrant Indenture shall prevail. Subject to the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non-assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant Certificate. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Warrants represented hereby and the Common Shares issuable upon the exercise hereof, have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth on the Subscription Form on the reverse side of this Warrant Certificate. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.

Appears in 1 contract

Samples: Warrant Indenture (Titan Medical Inc)

COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT for value received (the “Holder”) is the registered holder of the number of warrants (the “Warrants”) stated above and is entitled, for each whole Warrant represented hereby, to purchase one Common Share (subject to adjustment as hereinafter referred to) in the capital of Titan Medical Inc. (the “Company”) at any time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29February 12, 2022 2021 (the “Expiry Time”) by surrendering to Computershare Trust Company of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form of the attached Subscription Form duly completed and executed and accompanied by payment of CDN$0.20 CDN$1.00 per share, subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in Xxxxxxx, Xxxxxxx. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29February 12, 2017 2016 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificate, the provisions of the Warrant Indenture shall prevail. Subject to the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non- 3 -assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant Certificate. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Warrants represented hereby and the Common Shares issuable upon the exercise hereof, have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth on the Subscription Form on the reverse side of this Warrant Certificate. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.

Appears in 1 contract

Samples: Warrant Indenture

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COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT for value received (the “Holder”) is the registered holder of the number of warrants (the “Warrants”) stated above and is entitled, for each whole Warrant represented hereby, to purchase one Common Share (subject to adjustment as hereinafter referred to) in the capital of Titan Medical Inc. (the “Company”) at any time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29March 31, 2022 2021 (the “Expiry Time”) by surrendering to Computershare Trust Company of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form of the attached Subscription Form duly completed and executed and accompanied by payment of CDN$0.20 CDN$1.20 per share, subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in Xxxxxxx, Xxxxxxx. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29March 31, 2017 2016 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificate, the provisions of the Warrant Indenture shall prevail. Subject to the Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Indenture. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non-assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant Certificate. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Warrants represented hereby and the Common Shares issuable upon the exercise hereof, have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth on the Subscription Form on the reverse side of this Warrant Certificate. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.Warrant

Appears in 1 contract

Samples: Warrant Indenture

COMMON SHARE PURCHASE WARRANTS. THIS IS TO CERTIFY THAT for value received (the “Holder”) is the registered holder of the number of common share purchase warrants (the “Warrants”) stated above and is entitled, for each Warrant represented hereby, to purchase one Common Share (subject to adjustment as hereinafter referred to) in the capital of Titan Medical Hemlo Explorers Inc. (the “Company”) at any time from the date of issue hereof up to and including 5:00 p.m. (Toronto Time) on June 29May 25, 2022 2023 provided that if the price of the common shares of the Company on any stock exchange (following expiry of the hold period set out in this warrant certificate) closes at a minimum of $0.80 for a period of twenty (20) consecutive trading days, the Company may accelerate the expiry date to the date which is thirty (30) days following the date upon which notice of the accelerated expiry date is sent by the company to the holder (the “Expiry Time”) by surrendering to Computershare TSX Trust Company of Canada (the “Warrant Agent”) at its principal transfer office in Toronto, Ontario this Warrant Certificate with a subscription in the form of the attached Subscription Form Exercise Notice duly completed and executed and accompanied by payment of CDN$0.20 CDN$0.40 per share, subject to adjustment as hereinafter referred to (the “Exercise Price”) by certified cheque, money order or bank draft in lawful money of Canada payable to or to the order of the Company at par in XxxxxxxToronto, XxxxxxxOntario. The Holder may purchase less than the number of Common Shares which the Holder is entitled to purchase on the exercise of the Warrants represented by this Warrant Certificate, in which event a new Warrant Certificate representing the Warrants not then exercised will be issued to the holder. The Warrants represented by this Warrant Certificate shall be deemed to have been surrendered and payment by certified cheque, money order or bank draft shall be deemed to have been made, only upon personal delivery thereof or, if sent by post or other means of transmission, upon actual receipt thereof by the Warrant Agent at the office specified above. This Warrant Certificate represents Warrants issued under the provisions of the Warrant Indenture (which indenture together with all other instruments supplemental or ancillary there is referred to herein as the “Warrant Indenture”) dated as of June 29November 25, 2017 2021 between the Company and the Warrant Agent, which contains particulars of the rights of the holders of the Warrants and the Company and of the Warrant Agent in respect thereof and the terms and conditions upon which the Warrants are issued and held, all to the same effect as if the provisions of the Warrant Indenture were herein set forth, to all of which the holder of this Warrant Certificate by acceptance hereof assents. A copy of the Warrant Indenture is available for inspection on the Company’s profile on xxx.xxxxx.xxx or the Company shall, on the written request of the Holder and without charge, provide the Holder with a copy of the Warrant Indenture. Capitalized terms used in this Warrant Certificate and not otherwise defined shall have the meanings ascribed thereto in the Warrant Indenture. In the event of any inconsistency between the provisions of the Warrant Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Warrant Certificate, the provisions of the Warrant Indenture shall prevail. Subject to the Warrant Indenture and to any restriction under applicable law or policy of any applicable regulatory body, the Warrants and Warrant Certificates and the rights thereunder shall only be transferable by the registered holder hereof in compliance with the conditions prescribed in the Warrant Indenture and the due completion, execution and delivery of a Transfer Form (as attached hereto) in accordance with the terms of the Warrant Indenture. Upon due exercise of the Warrants represented by this Warrant Certificate and payment of the Exercise Price, the Company shall cause to be issued, within five (5) Business Days after the exercise of Warrants represented by this Warrant Certificate, to the person(s) in whose name(s) the Common Shares so subscribed for are to be issued, the number of Common Shares, as fully paid and non-assessable and Certificate(s) representing such Common Shares and such person(s) shall become a holder in respect of such Common Shares with effect from the date of such exercise and upon the due surrender of this Warrant Certificate. The Warrant Indenture provides for adjustment in the number of Common Shares to be delivered upon exercise of the right of purchase hereby granted and to the Exercise Price in certain events therein set forth. The Neither the Warrants represented hereby and nor the Common Shares issuable upon the exercise hereof, hereof have not been or will be registered under the United States Securities Act of 1933, as amendedamended (the “U.S. Securities Act”), or applicable any U.S. state securities laws, and the . These Warrants evidenced by this Warrant Certificate may not be exercised unless the Holder hereof provides the Company with a written certification in the form as set forth United States or by or on behalf of, or for the Subscription Form on account or benefit of, a U.S. Person or a person in the reverse side United States unless this security and the Common Shares issuable upon exercise of this security have been registered under the U.S. Securities Act and the applicable state securities legislation or an exemption from such registration requirements is available. This Warrant Certificate may be executed by electronic or digital signature. Any such electronically or digitally signed Warrant Certificate shall be deemed to be valid as though it was a manually executed Warrant Certificate. The Warrants and the Warrant Indenture shall be governed by and performed, construed and enforced in accordance with the laws of the Province of Ontario and the federal laws applicable therein and shall be treated in all respects as Ontario contracts. Time shall be of the essence hereof and of the Warrant Indenture. This Warrant Certificate shall not be valid for any purpose until it has been certified by or on behalf of the Warrant Agent for the time being under the Warrant Indenture.

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Samples: Warrant Indenture

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