Common use of Exercise and Payment Clause in Contracts

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Attention: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-1561 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Appears in 2 contracts

Samples: Warrant Agent Agreement (Foremost Lithium Resource & Technology Ltd.), Foremost Lithium Resource & Technology Ltd.

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Exercise and Payment. (a) Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) Period by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), ) to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Attention: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-1561 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Appears in 1 contract

Samples: Warrant Agent Agreement (Foremost Lithium Resource & Technology Ltd.)

Exercise and Payment. Exercise (a) Subject to the provisions of the purchase rights represented by this Warrant Agreement, a Holder (or a Participant or a designee of a Participant acting on behalf of a Holder) may be madeexercise Warrants by delivering to the Warrant Agent, in whole or in partnot later than 5:00 P.M., at New York City Time, on any time or times Business Day during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) by delivery Period an election to the Company and purchase the Warrant Agent Shares underlying the Warrants to be exercised (i) in the form included in Exhibit C to this Warrant Agreement or (ii) in the case of a duly executed copyTradeable Warrant, submittedvia an electronic warrant exercise through the DTC system (each, delivered or mailed an “Election to Purchase”). No later than one (including by facsimile or PDF copy submitted by email)1) Trading Day following delivery of an Election to Purchase, to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Attention: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Holder (or such alternative email or physical address provided a Participant acting on behalf of a Holder in writing by accordance with DTC procedures) shall: (i) (A) surrender the Company to Warrant Certificate evidencing the Holder after the date hereof), and Warrants to the Warrant Agent at [0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-1561 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] its office designated for such purpose or (or B) deliver the Warrants to an account of the Warrant Agent at DTC designated for such alternative email or physical address provided purpose in writing by the Warrant Agent to the Holder after the date hereof)DTC from time to time, in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c3.3.7(b) or (c) below is permitted and specified in the applicable Notice of Exercise, deliver to the Company the Exercise Price for each Warrant to be exercised, in lawful money of the United States of America in cash, by certified or official bank check payable to the Company or bank wire transfer in immediately available funds to: 60 DEGREES PHARMACEUTICALS, INC. Bank Name: [##########] Routing (ABA)#: [##########] Beneficiary Account Name: [##########] Beneficiary Account Number: [##########] No ink-original Notice of Exercise Election to Purchase shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise Election to Purchase form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant the Warrants to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise Election to Purchase is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Election to Purchase within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereofthereof. Notwithstanding Any Person so designated by the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC Holder (or another established clearing corporation performing similar functions)a Participant or designee of a Participant on behalf of a Holder) to receive Warrant Shares shall be deemed to have become holder of record of such Warrant Shares as of the time that an appropriately completed and duly signed Election to Purchase has been delivered to the Warrant Agent, shall effect exercises made pursuant to this Section 2(a) by delivering to DTC provided that the Holder (or such other clearing corporation, as applicableParticipant on behalf of the Holder) makes delivery of the appropriate instruction form for exercise, complying with deliverables referenced in the procedures immediately preceding sentence by Hxxxxx) makes delivery of the deliverables referenced in the immediately preceding sentence by the date that is one (1) Trading Day after the delivery of the Election to effect exercise that are required by DTC Purchase. If the Holder (or Participant on behalf of the Holder) fails to make delivery of such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant deliverables on or prior to the terms Trading Day following delivery of the Warrant Agent AgreementElection to Purchase, in which case this sentence such Election to Purchase shall not applybe void ab initio.

Appears in 1 contract

Samples: Warrant Agent Agreement (60 Degrees Pharmaceuticals, Inc.)

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 XxxxxxCrescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: Xxxxxx Xxxxxxxxxxx and Xxxxx XxxxxxxXxxxx, Chief Executive Officer, President, email: xxxxxxxxxxx@xxxxxx.xxx and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx xxxxx@xxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-1561 0000 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] xxxxxxxx@xxxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Warrant Agent Agreement (KWESST Micro Systems Inc.)

Exercise and Payment. Exercise of the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) Period by delivery to the Company and the Warrant Agent of a duly executed copy, submittedthe Notice of Exercise, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at 0000-000 Xxxx Xxxxxxx XxxxxxGxxxxxxxxxxxx 00, 0000XX, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Xxx Xxxxxxxxxxx Attention: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx Officer (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [0 Xxxxx 100 Xxxxxx Xxxxxx, 00xx XxxxxCanton, Xxx Xxxx, XX 00000-1561 MA 02021 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] Client Services (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares ADSs specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank to the Company unless the cashless exercise procedure specified in Section 2(c) 3.3.7 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares ADSs available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares ADSs available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares ADSs purchasable hereunder in an amount equal to the applicable number of Warrant Shares ADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares ADSs purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares ADSs hereunder, the number of Warrant Shares ADSs available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Appears in 1 contract

Samples: Warrant Agreement (RanMarine Technology B.V.)

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Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date ("Exercise Period") by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at 0000-000 Xxxxxxx Xxxxxxxx Crescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 Xxxxxx, Attentionemail: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and ) with a copy to the Warrant Agent Fasken Xxxxxxxxx XxXxxxxx LLP at [0 Xxxxx 000 Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxP.O. Box 242, XX 00000-1561 Montreal, Quebec, H4Z 1E9 Attention: Xxxxxx Xxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the "Notice of Exercise"). Within the earlier of (i) two one (21) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s 's or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.)

Exercise and Payment. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date ("Exercise Period") by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 XxxxxxCrescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: Xxxxx Xxxxxxx, Chief Executive Officer, President, and Director, E-mailemail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and ) with a copy to the Warrant Agent Fasken Xxxxxxxxx XxXxxxxx LLP at [0 Xxxxx 000 Xxxxxxxx Xxxxxx, 00xx XxxxxXxxxx 0000, Xxx XxxxP.O. Box 242, XX 00000-1561 Montreal, Quebec, H4Z 1E9 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the "Notice of Exercise"). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise Price for the shares Warrant Shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s 's or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not apply.

Appears in 1 contract

Samples: Securities Purchase Agreement (KWESST Micro Systems Inc.)

Exercise and Payment. Exercise of (a) Exerciseof the purchase rights represented by this a Warrant may be made, in whole or in part, at any time or times during the period commencing on the Initial Exercise Date and terminating at 5:00 p.m., Eastern time on the Termination Date (“Exercise Period”) Period by delivery to the Company and the Warrant Agent of a duly executed copy, submitted, delivered or mailed (including by facsimile or PDF copy submitted by email), ) to the Company at 0000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 XxxxxxCrescent, Unit #1, Ottawa, Ontario, K2M 2A8 Attention: Xxxxxx Xxxxxxxxxxx and Xxxxx XxxxxxxXxxxx, Chief Executive Officer, President, email: xxxxxxxxxxx@xxxxxx.xxx and Director, E-mail: xxxxx.xxxxxxx@xxxxxxxxxxxxxxx.xxx xxxxx@xxxxxx.xxx (or such alternative email or physical address provided in writing by the Company to the Holder after the date hereof), and to the Warrant Agent at [0 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000-1561 0000 Attention: Xxxxxx Xxxxxxx, email: xxxxxxxx@xxxxxxxxxxxxxxxx.xxx] xxxxxxxx@xxxxxxxxxxxxxxxx.xxx (or such alternative email or physical address provided in writing by the Warrant Agent to the Holder after the date hereof), in substantially the form annexed as Annex B hereto (the “Notice of Exercise”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following the date the Holder delivers the Notice of Exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer, bank drafts or cashier’s or certified check drawn on a United States or Canadian bank unless the cashless exercise procedure specified in Section 2(c) 3.3.6 below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this a Warrant Certificate to the Company until the Holder has purchased all of the Warrant Shares available hereunder thereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this such Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this a Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder thereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this a Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing in this Section 2(a), a holder whose interest in this Warrant is a beneficial interest in certificate(s) representing this Warrant held in book-entry form through DTC (or another established clearing corporation performing similar functions), shall effect exercises made pursuant to this Section 2(a) by delivering to DTC (or such other clearing corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that are required by DTC (or such other clearing corporation, as applicable), subject to a Holder’s right to elect to receive a Warrant in certificated form pursuant to the terms of the Warrant Agent Agreement, in which case this sentence shall not applythereof.

Appears in 1 contract

Samples: Warrant Agent Agreement (KWESST Micro Systems Inc.)

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