Common use of Exercise of Anti-Dilution Right Clause in Contracts

Exercise of Anti-Dilution Right. (a) If Xx Xxxxxx wishes to exercise the Anti-dilution Right in respect of a particular Issue, Xx Xxxxxx shall give written notice to G Mining (the Exercise Notice) of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, Xx Xxxxxx wishes to purchase, within five (5) business days or, in the case of a Bought Deal, two (2) business days, after the date of receipt of the Offering Notice or, in the case of a Non-Cash Transaction, within the later of ten (10) business days after the date of receipt of the Offering Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the Anti-dilution Right Notice Period). Xx Xxxxxx will in any event deliver any Exercise Notice to G Mining in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If Xx Xxxxxx does not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect Xx Xxxxxx’x rights under Section 1.2(c)Erreur ! Source du renvoi introuvable.. If Xx Xxxxxx elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then G Mining may complete the Issue without the participation of Xx Xxxxxx; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to Xx Xxxxxx by G Mining and provided that if G Mining has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, G Mining shall not thereafter proceed with such Offering without providing Xx Xxxxxx with another opportunity to exercise its Anti-dilution Right in respect of such Issue. (b) If G Mining receives an Exercise Notice from La Mancha within the Anti-dilution Right Notice Period, then G Mining shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals G Mining shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject to the limits set forth in Section 1.4, issue to Xx Xxxxxx, against payment in immediately available funds of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-dilution Right by Xx Xxxxxx will take place on the date that is not later than the later of the tenth (10th) business day after the expiry of the Anti-dilution Right Notice Period and the closing of the Issue, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, G Mining shall use commercially reasonable effects to include in such public offering the Voting Shares and Convertible Securities issuable to Xx Xxxxxx hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof. (c) In the event that Xx Xxxxxx does not exercise its Anti-dilution Right in the context of a Bought Deal within the above-mentioned two (2) business days period, Xx Xxxxxx shall have the right, exercisable upon prior written notice to G Mining at any time and from time to time thereafter but prior to the date that is forty-five (45) days after the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period), to subscribe for, on a private placement basis, at the greater of (i) the same price under the Bought Deal and (ii) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by Xx Xxxxxx) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which Xx Xxxxxx would have been entitled pursuant to a new Issue by G Mining after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by Xx Xxxxxx will take place on the date that is not later than ten (10) business days after Xx Xxxxxx’x notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

Exercise of Anti-Dilution Right. (a) If Xx Xxxxxx wishes to exercise the Anti-dilution Right in respect of a particular Issue, Xx Xxxxxx shall give written notice to G Mining (the Exercise Notice) of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, Xx Xxxxxx wishes to purchase, within five (5) business days or, in the case of a Bought Deal, two (2) business days, after the date of receipt of the Offering Notice or, in the case of a Non-Cash Transaction, within the later of ten (10) business days after the date of receipt of the Offering Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the Anti-dilution Right Notice Period). Xx Xxxxxx will in any event deliver any Exercise Notice to G Mining in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If Xx Xxxxxx does not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect Xx Xxxxxx’x rights under Section 1.2(c)Erreur ! Source du renvoi introuvable.. 1.2(c). If Xx Xxxxxx elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then G Mining may complete the Issue without the participation of Xx Xxxxxx; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to Xx Xxxxxx by G Mining and provided that if G Mining has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, G Mining shall not thereafter proceed with such Offering without providing Xx Xxxxxx with another opportunity to exercise its Anti-dilution Right in respect of such Issue. (b) If G Mining receives an Exercise Notice from La Mancha within the Anti-dilution Right Notice Period, then G Mining shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals G Mining shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject to the limits set forth in Section 1.4, issue to Xx Xxxxxx, against payment in immediately available funds of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-dilution Right by Xx Xxxxxx will take place on the date that is not later than the later of the tenth (10th) business day after the expiry of the Anti-dilution Right Notice Period and the closing of the Issue, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, G Mining shall use commercially reasonable effects to include in such public offering the Voting Shares and Convertible Securities issuable to Xx Xxxxxx hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof. (c) In the event that Xx Xxxxxx does not exercise its Anti-dilution Right in the context of a Bought Deal within the above-mentioned two (2) business days period, Xx Xxxxxx shall have the right, exercisable upon prior written notice to G Mining at any time and from time to time thereafter but prior to the date that is forty-five (45) days after the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period), to subscribe for, on a private placement basis, at the greater of (i) the same price under the Bought Deal and (ii) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by Xx Xxxxxx) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which Xx Xxxxxx would have been entitled pursuant to a new Issue by G Mining after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by Xx Xxxxxx will take place on the date that is not later than ten (10) business days after Xx Xxxxxx’x notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

Exercise of Anti-Dilution Right. (a1) If Xx Xxxxxx Weichai (and/or its designated Affiliate (as the case may be)) wishes to exercise the Anti-dilution Right in respect of a particular Issue, Xx Xxxxxx Weichai shall give written notice to G Mining Xxxxxxx (the "Exercise Notice") of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, Xx Xxxxxx Weichai (and/or its designated Affiliate (as the case may be)) wishes to purchasepurchase (subject to the limits set forth in Article 4), within five (5) business days or, in the case of a Bought Deal, two (2) business days, Business Days after the date of receipt of the Offering 2nd Issue Notice or, in the case of a Non-Cash Transaction, within the later of ten (10) business days after the date of receipt of the Offering Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the "Anti-dilution Dilution Right Notice Period"). Xx Xxxxxx Weichai will in any event make commercially reasonable efforts to deliver any Exercise Notice to G Mining Xxxxxxx in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If Xx Xxxxxx does Issue but Weichai will not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed obligated to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect Xx Xxxxxx’x rights under Section 1.2(c)Erreur ! Source du renvoi introuvable.. If Xx Xxxxxx elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then G Mining may complete the Issue without the participation of Xx Xxxxxx; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to Xx Xxxxxx by G Mining and provided that if G Mining has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, G Mining shall not thereafter proceed with such Offering without providing Xx Xxxxxx with another opportunity to exercise its Anti-dilution Right in respect of such Issuedo so. (b2) If G Mining Xxxxxxx receives an Exercise Notice from La Mancha Weichai within the Anti-dilution Dilution Right Notice Period, Period then G Mining Xxxxxxx shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals G Mining Xxxxxxx shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject to the limits set forth in Section 1.4, issue to Xx Xxxxxx, Weichai against payment in immediately available funds of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-dilution Right by Xx Xxxxxx Weichai will take place on the date that is not later than the later of the tenth ten (10th10) business day Business Days after the expiry of the Anti-dilution Dilution Right Notice Period and the closing of the IssuePeriod, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, G Mining shall use commercially reasonable effects to include in such public offering the Voting Shares and Convertible Securities issuable to Xx Xxxxxx hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof. (c) In the event that Xx Xxxxxx does not exercise its Anti-dilution Right in the context of a Bought Deal within the above-mentioned two (2) business days period, Xx Xxxxxx shall have the right, exercisable upon prior written notice to G Mining at any time and from time to time thereafter but prior to the date that is forty-five (45) days after the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period), to subscribe for, on a private placement basis, at the greater of (i) the same price under the Bought Deal and (ii) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by Xx Xxxxxx) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which Xx Xxxxxx would have been entitled pursuant to a new Issue by G Mining after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by Xx Xxxxxx will take place on the date that is not later than ten (10) business days after Xx Xxxxxx’x notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

Exercise of Anti-Dilution Right. (a) If Xx Xxxxxx SNDL wishes to exercise the Anti-dilution Dilution Right in respect of a particular Issue, Xx Xxxxxx SNDL shall give written notice to G Mining the Corporation (the “Exercise Notice”) of the exercise of such right and of the number of Voting Shares Securities or Convertible Securities, as applicable, Xx Xxxxxx SNDL wishes to subscribe for, purchase, or exchange, as applicable, within five (5) business days or, Business Days (except in the case of a Bought Deal, “bought deal” in which case the only two (2) business days, Business Days’ notice shall be required) after the date of receipt of the Offering Issue Notice or, in the case of a Non-Cash Transaction, within the later of ten (10) business days after the date of receipt of the Offering Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the “Anti-dilution Dilution Right Notice Period”). Xx Xxxxxx will in any event deliver any Exercise Notice to G Mining in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If Xx Xxxxxx does not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect Xx Xxxxxx’x rights under Section 1.2(c)Erreur ! Source du renvoi introuvable.. If Xx Xxxxxx elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then G Mining may complete the Issue without the participation of Xx Xxxxxx; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to Xx Xxxxxx by G Mining and provided that if G Mining has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, G Mining shall not thereafter proceed with such Offering without providing Xx Xxxxxx with another opportunity to exercise its Anti-dilution Right in respect of such Issue. (b) If G Mining the Corporation receives an Exercise Notice from La Mancha SNDL within the Anti-dilution Dilution Right Notice Period, then G Mining the Corporation shall, subject to the receipt and continued effectiveness of all required regulatory approvals pursuant to applicable Securities Laws (including stock exchange approvals), which approvals G Mining the Corporation shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject issue, sell or exchange, as applicable, to the limits set forth in Section 1.4such SNDL, issue to Xx Xxxxxxafter receipt of payment, against payment in immediately available funds surrender of the subscription price securities or other consideration payable in respect thereof, that number of Voting Shares Securities or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement Issue pursuant to an exercise of the Anti-dilution Dilution Right by Xx Xxxxxx an SNDL will take place on the date that is not later than the later of the tenth twenty (10th20) business day Business Days after the expiry of the Anti-dilution Dilution Right Notice Period and the closing of the IssuePeriod, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement Issue have not been made, given or obtained by that date, in which case case, the closing shall will be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, G Mining shall use commercially reasonable effects to include in such public offering the Voting Shares and Convertible Securities issuable to Xx Xxxxxx hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof. (c) In the event that Xx Xxxxxx does not exercise its Anti-dilution Right in the context of a Bought Deal within the above-mentioned two (2) business days period, Xx Xxxxxx shall have the right, exercisable upon prior written notice to G Mining at any time and from time to time thereafter but prior to the date that is forty-five (45) days after the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period), to subscribe for, on a private placement basis, at the greater of (i) the same price under the Bought Deal and (ii) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by Xx Xxxxxx) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which Xx Xxxxxx would have been entitled pursuant to a new Issue by G Mining after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by Xx Xxxxxx will take place on the date that is not later than ten (10) business days after Xx Xxxxxx’x notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.

Exercise of Anti-Dilution Right. ‌ (a1) If Xx Xxxxxx wishes to exercise the Anti-dilution Right in respect of a particular Issue, Xx Xxxxxx shall give written notice to G Mining Endeavour (the "Exercise Notice") of the exercise of such right and of the number of Voting Shares or Convertible Securities, as applicable, Xx Xxxxxx wishes to purchasepurchase (subject to the limits set forth in Article 4), within five fifteen (5) business days or, in the case of a Bought Deal, two (2) business days, after the date of receipt of the Offering Notice or, in the case of a Non-Cash Transaction, within the later of ten (1015) business days after the date of receipt of the Offering Issue Notice or five (5) business days after the determination of the sale price per share in accordance with Section 1.1(d) (the "Anti-dilution Dilution Right Notice Period"). Xx Xxxxxx will in any event make commercially reasonable efforts, to the extent practicable, to deliver any Exercise Notice to G Mining Endeavour in time for the Anti-dilution Right to be exercised concurrently with the closing of the Issue. If Xx Xxxxxx does Issue but will not provide an Exercise Notice during the Anti-dilution Rights Notice Period in respect of any Issue, it will be deemed obligated to have irrevocably waived its Anti-dilution Right in respect of such Issue, provided that for the avoidance of doubt such waiver shall not affect Xx Xxxxxx’x rights under Section 1.2(c)Erreur ! Source du renvoi introuvable.. If Xx Xxxxxx elects, or is deemed to have elected, not to exercise its Anti-dilution Right in respect of a particular Issue, then G Mining may complete the Issue without the participation of Xx Xxxxxx; provided that the completion of such Issue be upon the same terms and conditions as those set out in the Offering Notice provided to Xx Xxxxxx by G Mining and provided that if G Mining has not completed the Issue within ninety (90) business days of the expiry of the Anti-dilution Right Notice Period, G Mining shall not thereafter proceed with such Offering without providing Xx Xxxxxx with another opportunity to exercise its Anti-dilution Right in respect of such Issuedo so. (b2) If G Mining Endeavour receives an Exercise Notice from La Mancha Xx Xxxxxx within the Anti-dilution Dilution Right Notice Period, then G Mining Endeavour shall, subject to the receipt and continued effectiveness of all required regulatory approvals (including stock exchange approvals), which approvals G Mining Endeavour shall use commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations), and subject to the limits set forth in Section 1.4Article 4, issue to Xx Xxxxxx, against payment in immediately available funds of the subscription price payable in respect thereof, that number of Voting Shares or Convertible Securities, as applicable, set forth in the Exercise Notice. The closing of any private placement pursuant to an exercise of the Anti-Anti- dilution Right by Xx Xxxxxx will take place on the date that is not later than the later of the tenth twenty (10th20) business day days after the expiry of the Anti-dilution Dilution Right Notice Period and the closing of the IssuePeriod, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same. If an Issue is to occur pursuant to a public offering, G Mining shall use commercially reasonable effects to include in such public offering the Voting Shares and Convertible Securities issuable to Xx Xxxxxx hereunder. For greater certainty, in the case of any Issue which is terminated, abandoned or otherwise not completed, the Offering Notice in respect thereof and any Exercise Notice given in response thereto shall be deemed to be null and void and the parties shall not close any exercise of the Anti-Dilution Right in respect thereof. (c) In the event that Xx Xxxxxx does not exercise its Anti-dilution Right in the context of a Bought Deal within the above-mentioned two (2) business days period, Xx Xxxxxx shall have the right, exercisable upon prior written notice to G Mining at any time and from time to time thereafter but prior to the date that is forty-five (45) days after the closing of such Bought Deal (and, for greater certainty, excluding any over-allotment option period), to subscribe for, on a private placement basis, at the greater of (i) the same price under the Bought Deal and (ii) the maximum permitted discounted price of Voting Shares or Convertible Securities, as applicable, as of the date of such notice determined in accordance with the rules of the stock exchange on which the Voting Shares are then listed, such number (or part thereof as may be elected by Xx Xxxxxx) of Voting Shares or Convertible Securities subject to the Bought Deal as will enable La Mancha and its affiliates to maintain the same Ownership Interest that La Mancha and its affiliates would otherwise have been initially entitled to, absent the Bought Deal (including the issuance of any Voting Shares or Convertible Securities to which Xx Xxxxxx would have been entitled pursuant to a new Issue by G Mining after such Bought Deal). The closing of any private placement pursuant to an exercise of the subscription right in this Section 1.2(c) by Xx Xxxxxx will take place on the date that is not later than ten (10) business days after Xx Xxxxxx’x notice of exercise, unless all filings, notices, approvals and authorizations necessary to complete the closing of such private placement have not been made, given or obtained by that date, in which case the closing shall be extended for such period as is reasonably necessary to obtain the same.