Creation and Issuance of Special Warrants Sample Clauses

Creation and Issuance of Special Warrants. The Special Warrants shall be created and issued by the Company and evidenced by certificates to be dated as of the Closing Date. The Term Sheet, a copy of which is attached hereto as Schedule “A”, summarizes the terms of the Special Warrants. The Subscriber acknowledges that its subscription of Special Warrants hereunder forms part of an offering of securities by the Company of up to US$25,000,000 (inclusive of securities that may be issued on the exercise of the Over-Allotment Option (as described in Schedule A hereto)) and that such offering includes proceeds raised by the Company directly, without the involvement of the Agents, through the issuance of units (“Directly Issued Units”) with each Directly Issued Unit being comprised of one common share and one half of one common share purchase warrant of the Company. The common shares and warrants underlying the Directly Issued Units shall have the same attributes and be issued substantially on the same terms as the Common Shares and Warrants. Subject to the more detailed terms of the Term Sheet, the Company will file and obtain a receipt for the Prospectus in Canada within 90 days of Closing. Subject to the more detailed terms of the Term Sheet, the Company will, no later than 14 days after the Closing Date, file a Registration Statement and use its best efforts to have such registration statement declared effective by the SEC within 90 days of Closing to register the resale of the Common Shares and the Registrable Securities. Subject to the more detailed terms of the Term Sheet, if the Company does not file and obtain a receipt for the Prospectus in Canada and the resale Registration Statement in the United States is not, for any reason in the reasonable control of the Company, declared effective by the SEC within 90 days of Closing, the Company shall thereafter pay the Subscriber 5% of the Subscription Amount and an additional 15% of the Subscription Amount if such conditions are not met within 120 days of Closing, payable in U.S. dollars forthwith upon the expiry of such periods.
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Related to Creation and Issuance of Special Warrants

  • Authorization and Issuance of Additional Units (a) The Company shall undertake all actions, including, without limitation, an issuance, reclassification, distribution, division or recapitalization, with respect to the Common Units, to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation, directly or indirectly, and the number of outstanding shares of Class A Common Stock, disregarding, for purposes of maintaining the one-to-one ratio, (i) Unvested Corporate Shares, (ii) treasury stock or (iii) preferred stock or other debt or equity securities (including without limitation warrants, options or rights) issued by the Corporation that are convertible into or exercisable or exchangeable for Class A Common Stock (except to the extent the net proceeds from such other securities, including any exercise or purchase price payable upon conversion, exercise or exchange thereof, has been contributed by the Corporation to the equity capital of the Company). In the event the Corporation issues, transfers or delivers from treasury stock or repurchases Class A Common Stock in a transaction not contemplated in this Agreement, the Manager shall take all actions such that, after giving effect to all such issuances, transfers, deliveries or repurchases, the number of outstanding Common Units owned by the Corporation will equal on a one-for-one basis the number of outstanding shares of Class A Common Stock. In the event the Corporation issues, transfers or delivers from treasury stock or repurchases or redeems the Corporation’s preferred stock in a transaction not contemplated in this Agreement, the Manager shall have the authority to take all actions such that, after giving effect to all such issuances, transfers, deliveries, repurchases or redemptions, the Corporation holds (in the case of any issuance, transfer or delivery) or ceases to hold (in the case of any repurchase or redemption) equity interests in the Company which (in the good faith determination by the Manager) are in the aggregate substantially equivalent to the outstanding preferred stock of the Corporation so issued, transferred, delivered, repurchased or redeemed. The Company shall not undertake any subdivision (by any Common Unit split, Common Unit distribution, reclassification, recapitalization or similar event) or combination (by reverse Common Unit split, reclassification, recapitalization or similar event) of the Common Units that is not accompanied by an identical subdivision or combination of Class A Common Stock to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock, unless such action is necessary to maintain at all times a one-to-one ratio between the number of Common Units owned by the Corporation and the number of outstanding shares of Class A Common Stock as contemplated by the first sentence of this Section 3.04(a).

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

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