Compensation Warrants Clause Samples

Compensation Warrants. As additional consideration for the Underwriters’ services in assisting in the preparation and completion of the Offering contemplated by this Agreement and all other matters in connection with the issue and sale of the Units, the Corporation hereby agrees to issue to the Underwriters that number of compensation warrants (the “Compensation Warrants”) as is equal to 5.0% of the aggregate number of Units sold pursuant to the Offering, including any Option Units issued upon exercise of the Over-Allotment Option. Each Compensation Warrant shall be exercisable, for a period of 36 months following the Closing Date, to acquire one Unit (each comprised of one Common Share and one Warrant) at an exercise price of $4.00 per Unit (subject to regulatory approval), subject to adjustment in certain events. The description of the Compensation Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Compensation Warrants to be set forth in the Compensation Warrant Certificates. In case of any inconsistency between the description of the Compensation Warrants in this Agreement and the terms of the Compensation Warrants as set forth in the Compensation Warrant Certificates, the provisions of the Compensation Warrant Certificates shall govern. The Warrants to be issued upon exercise of the Compensation Warrants shall be issued under and governed by the terms of the Warrant Indenture.

Compensation Warrants. The Agent shall receive a number of compensation warrants (the “Compensation Warrants”) that is equal to 10% of the total number of Units issuable upon conversion of the principal amount of Debentures sold under the Offering. Each Compensation Warrant is exercisable at a price of $0.15 for a period of five years from the Closing Date to acquire one Unit.

Compensation Warrants. As additional consideration for the Agents’ services hereunder, the Company hereby irrevocably and unconditionally agrees to issue to the Agents compensation warrants (the “Compensation Warrants”) for no additional consideration, being exercisable to acquire, in the aggregate, that number of Warrant Shares equal to 5% of the number of Flow-Through Shares sold pursuant to the Offering at a price of $3.60 per Warrant Share for a period of 24 months following the Closing Date, subject to adjustment in accordance with their terms. The Compensation Warrants may be exercised by the Agents at any time in whole, or from time to time in part, from the time granted until their expiry upon delivering written notice to the Company together with a certified cheque or bank draft representing the subscription price for the applicable number of Warrant Shares.

Compensation Warrants. In consideration of the agreements of the several Purchasers set forth in this Agreement, the Company agrees to issue and sell to each of the several Purchasers as of the closing of the purchase and sale of the Standby Securities (the "Standby Closing"), a warrant to purchase shares of New Common Stock in substantially the form of Exhibit A (the "Compensation Warrants"). The initial number of Underlying Shares subject to Compensation Warrants issued to each Purchaser will be based on each Purchaser's pro rata share of the Standby Securities as determined by the Standby Commitment Percentage of each such Purchaser. The exercise price of, and the number of shares of Underlying Shares subject to, the Compensation Warrants will be subject to adjustment as provided in the Compensation Warrants.

Compensation Warrants. As additional consideration for the Agents’ services in assisting in the preparation ‎and completion of the offering of the Securities contemplated by this Agreement and all other matters in ‎connection with the issue and sale of the Securities, the Company hereby agrees to issue ‎to the Agents that number of compensation warrants (the “Compensation ‎Warrants”) as is equal to 3.5% of the aggregate number of Units sold under the offering to ‎purchasers. Each Compensation Warrant ‎shall be exercisable for three (3) years following the Closing Date, to acquire ‎one Subordinate Voting Share (a “Compensation Warrant Share”) at an exercise price equal to CDN$5.00, subject to adjustment in certain events. The number of Compensation Warrants shall be reduced to 2.0% in respect to the portion of aggregate gross proceeds of the offering attributable to purchasers on the President’s List. The Compensation Warrants will provide for “cashless” exercise if no registration statement is effective upon exercise, customary anti-dilution provisions (for share dividends and splits and recapitalizations) and anti-dilution protection (adjustment in the number and price of such warrants and the shares underlying such warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.).

Compensation Warrants. At the Closing, the Company shall have delivered and executed the Compensation Warrants to the Placement Agent which shall be issued in the name or names as the Placement Agent requests.

Compensation Warrants. As additional consideration for the Underwriters' services in assisting in the preparation and completion of the Offering contemplated by this Agreement and all other matters in connection with the issue and sale of the Units, the Corporation hereby agrees to issue to the Underwriters that number of compensation warrants (the "Compensation Warrants") as is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering, subject to a reduced number of Compensation Warrants equal to 3.0% of the aggregate number of Units sold by the Underwriters to purchasers on the President's List. Each Compensation Warrant shall be exercisable, for a period of 36 months following the Closing Date, to acquire one Common Share at an exercise price of $7.57 per Common Share, subject to adjustment in certain events. The description of the Compensation Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Compensation Warrants to be set forth in the Compensation Warrant Certificates. In case of any inconsistency between the description of the Compensation Warrants in this Agreement and the terms of the Compensation Warrants as set forth in the Compensation Warrant Certificates, the provisions of the Compensation Warrant Certificates shall govern. In connection with the offer and issuance of the Compensation Warrants, each Underwriter represents and warrants that it is not in the United States or a U.S. Person, did not receive an offer to acquire the Compensation Warrants within the United States, and did not place its order to acquire the Compensation Warrants or execute this Agreement from within the United States.

Compensation Warrants. As additional consideration for the Underwriters’ services in assisting in the preparation and completion of the Offering contemplated by this Agreement and all other matters in connection with the issue and sale of the Units, the Corporation hereby agrees to issue to the Underwriters that number of compensation warrants (the “Compensation Warrants”) as is equal to 6.0% of the aggregate number of Units sold pursuant to the Offering. Each Compensation Warrant shall be exercisable, for a period of two years following the Closing Date, to acquire one Unit (each comprised of one Common Share and one- half of one Warrant) (each a “Compensation Unit”) at an exercise price per Compensation Unit equal to the Offering Price, subject to adjustment in certain events. For greater certainty, the Acceleration Trigger shall apply to the Warrants comprising the Compensation Units issued upon the exercise of the Compensation Warrants. For clarity, in the event that Additional Common Shares and/or Additional Warrants are issued, whether in addition to, or in lieu of, Additional Units, in connection with the exercise of the Over- Allotment Option, as applicable, the number of Compensation Warrants to be issued by the Corporation to the Underwriters in respect of the exercise of the Over-Allotment Option shall be such number of Compensation Warrants equal to 6.0% of the aggregate number of Additional Units and 6.0% of the aggregate number of Additional Common Shares sold pursuant to the exercise of the Over-Allotment Option. The description of the Compensation Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Compensation Warrants to be set forth in the Compensation Warrant Certificates. In case of any inconsistency between the description of the Compensation Warrants in this Agreement and the terms of the Compensation Warrants as set forth in the Compensation Warrant Certificates, the provisions of the Compensation Warrant Certificates shall govern.

Compensation Warrants. As additional compensation for the performance of its obligations hereunder, the Corporation will issue to ▇▇▇▇▇ at the Closing compensation warrants (the “Compensation Warrants”) in the form of Schedule “A” hereto entitling ▇▇▇▇▇ to purchase such number of Common Shares as is equal to 7% of the number of Common Shares issuable on exercise of the Debentures issued under the Rights Offering. The Compensation Warrants will expire on o, 2003 and will be exercisable at US$1.00 per share. The Compensation Warrants will be qualified by the Prospectus to the maximum extent permitted by the Securities Regulators. [NTD: How are the Compensation Warrants to be apportioned between the two Managing Dealers?]