Description of the Subscription Receipts Sample Clauses

Description of the Subscription Receipts. Upon closing of the Private Placement, all proceeds from the sale of the Subscription Receipts (the ‎‎"Escrowed Funds") will be deposited with Counsel in the Corporation's trust account and may be invested in short-term obligations of, or ‎guaranteed by, the Government of Canada, and other approved investments. To comply with applicable Securities Laws, the Corporation will file a Form S-1 ‎Registration Statement with the SEC. Each Subscription Receipt is automatically exchangeable into Common Shares on a one-for-one basis (one for 0.737 post-Consolidation Common Shares) upon the date (the "Effective Date") that is the later of (i) the date of issuance by the Corporation of the Closing Notice, and (ii) the date on which ‎the SEC declares a Form S-1 ‎Registration Statement of the Corporation effective. In compliance with applicable Securities Laws, the Escrowed Funds, and any ‎interest earned thereon, will be released by Counsel to the Corporation upon receipt, by no later than 5:00 ‎p.m. (Toronto time) on June 15, 2021 (the "Deadline"), by Counsel, of a signed notice from an authorized signing officer of ‎the Corporation confirming that they have completed or met all conditions to complete the Acquisition (the ‎‎"Closing Notice") and receipt of a copy of the Final Exchange Bulletin (as such term is defined by the TSXV) in connection with the Acquisition. Immediately upon the date Effective Date‎, each Subscription Receipt will be ‎deemed to have been exchanged by the holder thereof, without payment of additional consideration or further action ‎on the part of the holder, for one (1) Common Share (or 0.737 Common Shares in the event the Consolidation is completed prior to the Effective Date). If the Closing Notice is not provided on or before the Deadline or the Corporation has provided notice to ‎ Counsel that the Acquisition will not be completed by the Deadline (each case being a "Refund Event"), ‎on the date of the Refund Event, the holders of the Subscription Receipts will be entitled to receive an amount ‎equal to the Aggregate Subscription Price paid by such holder, together with such holder's pro rata entitlement to interest earned ‎on such amount, less any applicable withholding tax but with no other deductions. The Escrowed Funds will be ‎applied towards payment of such amount, and the Corporation shall make up any shortfall of the balance owed to ‎the holders of the Subscription Receipts.‎ On the Effective Date (i) Brattle Xxxxx X.X. Ltd. ("Bratt...
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Description of the Subscription Receipts. (a) The Subscription Receipts entitle the Investor to receive: (i) if the Release Conditions are satisfied on or before the Escrow Release Deadline, for no additional consideration or further action, 15,002,243 Units and the Earned Interest; or (ii) upon the occurrence of a Termination Event, within three (3) Business Days thereafter, an amount equal to the Escrowed Funds, all in a manner and on the terms and conditions set out in this Agreement; (b) the Subscription Receipts shall be issued in certificated form and evidenced by the delivery of one or more Subscription Receipt Certificates. The Subscription Receipt Certificates shall be substantially in the form attached hereto as Schedule A", subject to the provisions of this Agreement, with such additions, variations and changes as may be required or permitted by the terms of this Agreement, shall bear such legends distinguishing letters and numbers as the Corporation may prescribe, and shall be issuable in whole number denominations; (c) the Subscription Receipts shall only be automatically converted into Units upon satisfaction of the Release Conditions on or before the Escrow Release Deadline; and (d) no fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional Subscription Receipts shall be rounded down to the nearest whole Subscription Receipt without compensation therefor.
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Description of the Subscription Receipts. Upon closing of the Private Placement, all proceeds from the sale of the Subscription Receipts (the ‎‎"Escrowed Funds") will be deposited with Counsel in Brattle's trust account and may be invested in short-term obligations of, or ‎guaranteed by, the Government of Canada, and other approved investments. To comply with applicable Securities Laws, Brattle will file a Form S-1 ‎Registration Statement. Each ‎Subscription Receipt is automatically exchangeable upon the date (the "Effective Date") that is the later of (i) the date of issuance by the Corporation of ‎the Closing Notice, and (ii) the date on which ‎the United States Securities and Exchange Commission declares a ‎Form S-1 ‎Registration Statement of Brattle effective. In compliance with applicable Securities Laws, the Escrowed Funds‎, and any ‎interest earned thereon, will be released by Counsel upon receipt, by no later than 5:00 ‎p.m. (Toronto time) on June 15, 2021 (the "Deadline"), by Counsel, of a signed notice from ‎an authorized signing officer of the Corporation confirming that they have completed or met all conditions to complete the Acquisition (the "Closing Notice") and receipt of a copy of the Final Exchange Bulletin (as such term is defined by the TSXV) in connection with the Acquisition.
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Description of the Subscription Receipts. (a) In accordance with the terms of the Subscription Receipts and this Agreement, in the event that the Release Conditions are satisfied or waived and the Release Notice is delivered on or before the Release Deadline, each Subscription Receipt shall entitle the holder thereof to receive from the Corporation, without any further action or payment of additional consideration therefor, one Common Share for each Subscription Receipt then held. (b) In the event that a Termination Event occurs, the Subscription Receipts will immediately cease to be convertible into Common Shares and each Subscription Receipt shall thereafter represent only the right of the Receiptholder to receive payment of the Redemption Amount (less applicable withholding tax, if any). Within three (3) Business Days after the Termination Date, the Corporation shall pay to the Subscription Receipt Agent an amount equal to the Top-up Amount, which amount shall be added to and form part of the Escrowed Funds. Within five (5) Business Days after the Termination Date, the Subscription Receipt Agent shall pay to the Receiptholders from the Escrowed Funds the Redemption Amount for each Subscription Receipt. In the event that the Escrowed Funds are insufficient to pay to each Receiptholder the aggregate Redemption Amount for the Subscription Receipts then held, the Corporation shall be liable for any shortfall. In no case will the Subscription Receipt Agent or the Agents be liable to the Receiptholders in the event of any such shortfall. (c) In connection with any conversion of a holder’s Subscription Receipts into underlying Common Shares, the Subscription Receipt Agent will cooperate and provide all assistance reasonably required by the Corporation in order to deliver the Common Shares following the conversion of the Subscription Receipts as contemplated by this Agreement. (d) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder. (e) The Subscription Receipts shall not be convertible into underlying Common Shares prior to the Conversion Date.
Sample 1
Description of the Subscription Receipts. (a) Each Subscription Receipt entitles the holder thereof to receive, upon deemed conversion in accordance with the terms of the Subscription Receipts and this Subscription Receipt Agreement and without payment of additional consideration (subject to adjustment in accordance with hereof), one Unit. (b) In the event that the Release Conditions are satisfied and the Release Certificate is delivered on or before the Release Deadline, each Subscription Receipt will be deemed to have been exchanged (and subject to adjustment in accordance with Article IV hereof), without further action or payment by the Receiptholder, for one Unit. (c) In the event that the Release Conditions are not satisfied on or before the Release Deadline or if this Agreement is terminated in accordance with its terms, the Agent, on behalf of the Receiptholders, will be entitled to receive the Escrowed Funds. (d) In the event of a deemed conversion of a holder’s Subscription Receipts, the Subscription Receipt Agent will deliver certificates representing the Common Shares and certificates representing the Warrants, as provided by the Company, underlying the Units to the Agent. (e) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.
Sample 1
Description of the Subscription Receipts. (a) Each Subscription Receipt entitles the holder thereof to receive, upon deemed exercise, in accordance with the terms of the Subscription Receipts and the Subscription Receipt Agreement and without payment of additional consideration (subject to adjustment in accordance with Article IV hereof), one Common Share. (b) In the event that the Release Conditions are satisfied on or before the Release Deadline, Subscription Receipts will be deemed to have been exercised on the date such Release Conditions are satisfied, without further action or payment by the Subscription Receiptholder, for one Common Share. (c) In the event of a deemed exercise of a holder’s Subscription Receipts, the Trustee will mail certificates representing the Common Shares to the holder’s last address on record with the Trustee or in such manner as may be otherwise directed by such holder. (d) In the event that a Termination Event occurs, the Corporation will refund the Escrow Funds to the Subscription Receiptholders on a pro rata basis subject to applicable withholding taxes, if any. (e) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.
Sample 1
Description of the Subscription Receipts. (a) In accordance with the terms of the Subscription Receipts and this Subscription Receipt Agreement, in the event that the Escrow Conditions are satisfied and the Release Notice is delivered on or before the Escrow Release Deadline, each Subscription Receipt shall entitle the holder thereof to receive from the Company, without any further action or payment of additional consideration therefor, one (1) Underlying Unit for each Subscription Receipt then held. (b) The Company may not purchase, directly or indirectly through any subsidiary of the Company or otherwise, Subscription Receipts in the open market, by private agreement or otherwise. In the event that the Escrow Conditions are not satisfied on or before the Escrow Release Deadline or if this Agreement is terminated in accordance with its terms, the Subscription Receipts will be cancelled, the Receiptholders will be entitled to receive the Subscription Price of each Subscription Receipt held by them, and any Earnings thereon, less applicable withholding tax if any, and the Company shall fund any shortfall; (c) In the event of conversion of a holder’s Subscription Receipts, the Company will register the Receiptholder as the holder of the Underlying Units so that on the completion of the Proposed Transaction, the Receiptholder will receive common shares and warrants of the Resulting Issuer from the Subscription Receipt Agent pursuant to the terms of the Business Combination Agreement. (d) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.
Sample 1
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Description of the Subscription Receipts. (a) Each Subscription Receipt evidences the right and entitlement of the holder thereof to receive in accordance with the terms of the Subscription Receipts and the Subscription Receipt Agreement and without payment of additional consideration, the Exchange Number of Variable Voting Shares. (b) If the Release Conditions are satisfied or, in the case of the conditions set forth in paragraphs (iv) through (xiii) (inclusive) of the definition of Release Conditions, waived by the Standby Purchaser, on or before the Release Deadline, each Subscription Receipt will be exchanged on the Release Date pursuant to Section 3.1(a) and the Subscription Receipt Agent will mail certificates representing the Variable Voting Shares issuable to each holder at his, her or its last address on record with the Subscription Receipt Agent or in such manner as may be otherwise directed by such holder. (c) If a Termination Event occurs, the Subscription Receipt Agent will pay to each Subscription Receiptholder that Subscription Receiptholder’s Escrowed Funds. (d) No fractional Subscription Receipts shall be issued or otherwise provided for hereunder.
Sample 1

Related to Description of the Subscription Receipts

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  • Subscription Procedures The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus, and with respect to any direct sales made by the Dealer Manager, with the transmittal of funds procedures set forth in Section 6.

  • User Subscriptions 2.1 Subject to the Customer purchasing the User Subscriptions in accordance with 3.3 and 8.1, the restrictions set out in this 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations. 2.2 In relation to the Authorised Users, the Customer undertakes that: (a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; (b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; (c) each Authorised User shall keep a secure password for their use of the Services and Documentation and that each Authorised User shall keep their password confidential; (d) it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business; (e) if any of the audits referred to in clause 2.2(d) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and (f) if any of the audits referred to in 2.2(d) reveal that the Customer has underpaid Subscription Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within 10 Business Days of the date of the relevant audit. 2.3 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) depicts sexually explicit images; (d) promotes unlawful violence; (e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or (f) is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.4 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or (c) use the Services and/or Documentation to provide services to third parties; or (d) subject to 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or (e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this 2; or (f) introduce or permit the introduction of any Virus [or Vulnerability] into the Supplier's network and information systems. 2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier. 2.6 The rights provided under this 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

  • Authorization of the Shares The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Shares.

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