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. ("Brattle Xxxxx") and a wholly owned subsidiary of the Corporation ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") to form an amalgamated entity ("BC Amalco") on the terms and conditions of an amalgamation agreement to be entered into among the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of securities of Brattle Xxxxx will receive securities of the Corporation, in each case on substantially the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the Corporation.
Appears in 2 contracts
Samples: Subscription Agreement (Salona Global Medical Device Corp), Subscription Agreement (Salona Global Medical Device Corp)
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 SECStatement. 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. ("Brattle Xxxxx") and a wholly owned subsidiary of the Corporation ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") to form an amalgamated entity ("BC Amalco") on the terms and conditions of an amalgamation agreement to be entered into among the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of securities of Brattle Xxxxx will receive securities of the Corporation, in each case on substantially the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the Corporation.
Appears in 2 contracts
Samples: Subscription Agreement (Salona Global Medical Device Corp), Subscription Agreement (Salona Global Medical Device Corp)
Description of the Subscription Receipts. Upon closing (a) The Subscription Receipts entitle the respective holders thereof to receive:
(i) if the Automatic Escrow Release Conditions are satisfied at or prior to the Automatic Escrow Release Deadline and for no additional consideration and without further action, one Common Share (issued as fully paid and non-assessable) and one-half of one Common Share Purchase Warrant for each Subscription Receipt held, subject to adjustment as set forth in this Agreement;
(ii) if the Automatic Escrow Release Conditions are not satisfied at or prior to the Automatic Escrow Release Deadline, to receive either:
(A) an amount equal to such holder’s Subscription Receiptholder’s Escrowed Funds and such holder’s pro rata share of the Private PlacementEarned Interest less any applicable withholding taxes, all proceeds from in the sale manner and on the terms and conditions set out in this Agreement; or
(B) for no additional consideration and without further action, one Common Share (issued as fully paid and non-assessable) and one- half of one Common Share Purchase Warrant for eachSubscription Receipt held, subject to adjustment as set forth in this Agreement; based on the Subscription Receiptholders election which will be delivered to the Agent within 10 days of the Subscription Receiptholders’ receipt of notice that the Automatic Escrow Release Conditions have not been met, and if notice of the Subscription Receiptholders election to exercise is not received by the Agent or Company (as applicable) within such time period, the Subscription Receiptholders Subscription Receipts will automatically be redeemed in accordance with section 2.2(a)(ii)(A) hereof.
(the "Escrowed Funds"b) will The Subscription Receipt Certificates shall be deposited with Counsel in the Corporation's trust account English language and, shall be in the form of a Global Subscription Receipt registered in the name of CDS substantially in the form attached hereto as SCHEDULE A, shall bear such distinguishing letters and numbers as the Company may, with the approval of the Subscription Receipt Agent, and CDS prescribe, and shall be issuable in whole number denominations.
(c) Subscription Receipt Certificates issuable to U.S. Purchasers shall be substantially in the form attached hereto as SCHEDULE A, with such modifications as may be invested necessary to include the U.S. Legend (as defined under Section 2.14) and to give effect to the fact that such certificates are not being issued in short-term obligations ofthe form of a Global Subscription Receipt.
(d) Subscription Receipts shall be evidenced by Subscription Receipt Certificates with appropriate insertions, omissions, substitutions and variations as may be required or guaranteed bypermitted by the terms of this Agreement and certification of the Subscription Receipt Certificates by the Subscription Receipt Agent shall be conclusive evidence of approval by the Company and the Subscription Receipt Agent of any such insertion, omission, substitution and variation. The Subscription Receipt Certificates shall be dated as of the date hereof.
(e) Subject to Section 2.2(a), the Government of CanadaSubscription Receipts shall only be deemed converted, 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 and without 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 Receipts, into Common Shares and Common Share Purchase Warrants upon delivery of the fully executed Automatic Escrow Release Certificate 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 Receipt Agent on or before the Corporation shall make up any shortfall Automatic Escrow Release Deadline or deliver of the balance owed to the holders of Elective Release Certificate after the Automatic Escrow Release Deadline.
(f) No fractional Subscription Receipts. On the Effective Date (i) Brattle Xxxxx X.X. Ltd. ("Brattle Xxxxx") and a wholly owned subsidiary of the Corporation ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") to form an amalgamated entity ("BC Amalco") on the terms and conditions of an amalgamation agreement to Receipts shall be entered into among the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of securities of Brattle Xxxxx will receive securities of the Corporation, in each case on substantially the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the Corporationissued or otherwise provided for hereunder.
Appears in 1 contract
Description of the Subscription Receipts. Upon closing (a) The Subscription Receipts shall be created and issued pursuant to the Subscription Receipt Agreement to be entered into between the Transfer Agent, the Corporation and the Agent to be dated as of the Private PlacementClosing Date. The specific attributes of the Subscription Receipts, all including the adjustment provisions, shall be set forth in the Subscription Receipt Agreement.
(b) On Closing, 50% of the gross proceeds from the sale of the Subscription Receipts (the "Escrowed Funds") Offering will be deposited with Counsel in delivered to and held by the Corporation's trust account Transfer Agent and may be invested in short-short term investment grade debt 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 as agreed to by the Corporation and the Agent. The funds held in escrow by the Transfer Agent, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”.
(c) The Subscription Receipts will convert into Units upon satisfaction of the Closing NoticeRelease Conditions, and (ii) without any action, including additional payment, required on the date on which the SEC declares a Form S-1 Registration Statement part of the Corporation effectiveholders thereof. In compliance with applicable Securities LawsUpon the satisfaction of all of the Release Conditions, the Escrowed Funds, and any interest earned thereon, will Funds shall be released by Counsel the Transfer Agent to the Corporation upon receipt, by no later than Company.
(d) If any of the Release Conditions have not been satisfied on or prior to 5:00 p.m. p.m. (Toronto Mountain time) on June 15, 2021 (that date which is 183 days following 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 DateClosing Date, each Subscription Receipt will shall thereafter be deemed to have been exchanged by the holder thereof, without payment convertible into 1.1 Unit Shares (in lieu of additional consideration or further action on the part one Unit Share) and 0.55 Warrants (in lieu of the holder, for one (1) Common Share (or 0.737 Common Shares in the event the Consolidation is completed prior to the Effective Date0.5 Warrants). If any of the Release Conditions have not been satisfied prior to 5:00 p.m. (Mountain time) on that date that is twelve months following the Closing Notice is not provided on or before Date (the Deadline or “Initial Qualification Deadline”), the Corporation has provided notice to Counsel that the Acquisition will not Escrowed Funds shall be completed returned by the Deadline (each case being a "Refund Event")Transfer Agent, on the date on behalf of the Refund EventCorporation, to the holders of the Subscription Receipts will be entitled to receive an amount equal in exchange for the delivery to the Aggregate Corporation of 50% of the outstanding Subscription Price paid Receipts held by such each 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 remaining 50% of the Subscription Receipts. On Receipts not returned to the Effective Date Company on the Initial Qualification Deadline (the “Remaining Subscription Receipts”) shall remain outstanding until the earlier of: (i) Brattle Xxxxx X.X. Ltd. 18 months following the Closing Date ("Brattle Xxxxx"the “Final Qualification Deadline”); and (ii) and a wholly owned subsidiary the satisfaction by the Company, or the waiver by the Agent, of each of the Corporation Release Conditions. If any of the Release Conditions have not been satisfied prior to 5:00 p.m. ("Brattle Mergeco") will amalgamate (the "BC Amalgamation") to form an amalgamated entity ("BC Amalco"Mountain time) on the terms and conditions of an amalgamation agreement Final Qualification Deadline, the Remaining Subscription Receipts shall be deemed to be entered exchanged into among Units in accordance with the Corporation, Brattle Xxxxx and Brattle Mergeco, such that holders of securities of Brattle Xxxxx will receive securities provisions of the CorporationSubscription Receipt Agreement.
(e) Upon the valid conversion of a holder’s Subscription Receipts, in each case the Transfer Agent will mail certificates representing the Unit Shares and Warrants to the holder’s last address on substantially record with the same terms on a one-for-one basis, and thereafter BC Amalco will liquidate and wind up into the CorporationTransfer Agent.
Appears in 1 contract
Samples: Agency Agreement (U S Gold Corp)
