Form and Terms of Warrants. (a) The Warrants may be issued as Certificated Warrants or as Uncertificated Warrants. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trustee. (b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price. (c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture. (d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants shall be rounded down to the nearest whole number. (e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture. (f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
Appears in 2 contracts
Samples: Warrant Indenture (C21 Investments Inc.), Warrant Indenture (C21 Investments Inc.)
Form and Terms of Warrants. (a) The Warrants may be issued in both certificated and uncertificated form. Each Warrant issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as Certificated Warrants or as Uncertificated Warrantsset forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant Certificate (including all replacements issued in accordance with this Warrant Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the TrusteeWarrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may shall be in either a certificated or an uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the TrusteeWarrant Agent in accordance with Section 2.11.
(b) Subject to Each Warrantholder by purchasing such Warrant acknowledges and agrees that the applicable terms and conditions for exercise set forth in the form of the Warrant Certificate set out in Article 3 having been satisfied, each Warrant Schedule “A” hereto shall entitle the Holder thereof, upon exercise at any time after the Issue Date apply to all Warrants and prior to the Expiry Time, to acquire one Warrant Debenture upon payment Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Exercise PriceWarrants through the Depository.
(c) Warrant Debentures shall The number of Common Shares which may be issued on the terms of and purchased pursuant to the Warrant Indentureexercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants shall be rounded down to the nearest whole number.
(e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
Appears in 2 contracts
Samples: Warrant Indenture, Warrant Indenture
Form and Terms of Warrants. (a) The Warrants may be issued as Certificated Warrants or as Uncertificated Warrantsin both certificated and uncertificated form. All Warrants issued in certificated form shall be evidenced by a Certificated the Warrant Certificates (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in Schedule “A” hereto, which shall be dated as of the Issue Effective Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the TrusteeWarrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the TrusteeWarrant Agent in accordance with section 2.3.
(b) Subject to The Warrant Certificates (including all replacements issued in accordance with this Indenture) shall be issued in registered form and shall be substantially in the applicable conditions for exercise form set out in Article 3 having Schedule A, with such additions, variations and deletions as may be permitted by the provisions of this Indenture, numbered in such manner as the Corporation with the approval of the Warrant Agent may prescribe and shall be issuable in any denomination. All Warrant Certificates shall be dated the date of issue hereof (regardless of the actual date of issue) and shall, save as to denominations, be of like tenor and effect.
(c) The Warrant Agent acknowledges that none of the Warrants or Common Shares to be issued upon exercise of the Warrants have been satisfiedregistered under the 1933 Act or any state securities laws.
(d) If the transferee of a Warrant or the holder of a Common Share issued upon the exercise of a Warrant is in the United States, each Warrant Certificate and each certificate representing Common Shares issued upon the exercise of the Warrants (and each Warrant Certificate and Common Share certificate issued in exchange therefor or in substitution on transfer thereof) shall bear the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF CUORO RESOURCES CORP. THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO CUORO RESOURCES CORP., (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT (C) IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT, OR (D) PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS AFTER, IN THE CASE OF TRANSFERS UNDER CLAUSE D, THE HOLDER HAS FURNISHED TO CUORO RESOURCES CORP. AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE REASONABLY SATISFACTORY TO CUORO RESOURCES CORP. TO SUCH EFFECT.
(e) provided, that if the Warrants or the Common Shares issuable under the Warrants are being sold in compliance with the requirements of Rule 904 of Regulation S, the above legend may be removed by providing a declaration to the Warrant Agent, to the effect set forth in Schedule “B” hereto (or as the Corporation may prescribe from time to time);
(f) provided further, that, if any of the Warrants or the Common Shares issuable under the Warrants are being sold pursuant to Rule 144(b)(1) of the 1933 Act, the legend may be removed by delivery to the Warrant Agent of an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation, to the effect that the legend is no longer required under applicable requirements of the 1933 Act or state securities laws and the Corporation shall use its reasonable best efforts to cause the Warrant Agent to remove the foregoing legend within three (3) Business Days of receipt of the foregoing and approval by the Corporation to do so.
(g) In addition, any certificates representing Common Shares issued upon exercise of the Warrants bearing the legend indicated in subsection 2.2(d) may also be overprinted with the following legend: DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.
(h) Subject to subsection 2.3, the Warrant Certificates and the Warrants represented thereby shall be registered, together with the name and address of the registered holder thereof in the warrant register (the “Warrant Register”) maintained by the Warrant Agent.
(i) Each whole Warrant issued hereunder shall, subject to Article 4, entitle the Holder thereof, upon exercise holder thereof to purchase one Common Share at any time after the Issue Effective Date and prior to until the Expiry Time, to acquire one Warrant Debenture . The price at which Common Shares may be purchased upon payment the exercise of the Warrants shall be the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(dj) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any any fractional Warrants shall will be rounded down to the nearest whole numberWarrant.
(e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
Appears in 1 contract
Samples: Warrant Indenture
Form and Terms of Warrants. (a1) Subject to subsection 2.2(2), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the Notice of Exercise on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture.
(2) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1.
(3) The Warrants may be issued as Certificated in both certificated and uncertificated form, except that all Warrants or as Uncertificated Warrants. All Warrants originally issued to a U.S. Purchaser will be issued in certificated form only. Warrant Certificates for the Warrants shall be evidenced by a Certificated Warrant (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in attached as Schedule “A” hereto, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and which shall may from time to time be dated as of agreed upon by the Issue DateWarrant Agent and the Company, and shall bear such legends and such distinguishing letters and numbers as the Corporation Company may, with the approval of the TrusteeWarrant Agent, prescribe. The Warrant Certificates shall be dated as of the date hereof or on such other Closing Date upon which Warrants shall be issued.
(4) Subject to subsection 2.2(5), and Warrant Certificates shall be issuable in any denomination excluding fractions. All denomination.
(5) If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trustee.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants that Warrantholder shall be rounded down to the nearest whole numberWarrant.
(e6) Each The Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever Certificates may be engraved, lithographed or printed (the actual date expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, mechanically, photographically, photostatically or electronically reproduced, typewritten or other written material), or partly in one form and partly in another, as the Company, with the approval of issue thereofthe Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Section 5.1 in the number and/or class of securities or type of securities that may be acquired pursuant to the Warrants.
Appears in 1 contract
Form and Terms of Warrants.
(a) The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. Purchaser will be evidenced in certificated form only and bear the applicable legends as Certificated Warrants or as Uncertificated Warrantsset forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant Certificate (including all replacements issued in accordance with this Warrant Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the TrusteeWarrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may shall be in either a certificated or an uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the TrusteeWarrant Agent in accordance with Section 2.12.
(b) Subject to Each Warrantholder by purchasing such Warrant acknowledges and agrees that the applicable terms and conditions for exercise set forth in the form of the Warrant Certificate set out in Article 3 having been satisfied, each Warrant Schedule “A” hereto shall entitle the Holder thereof, upon exercise at any time after the Issue Date apply to all Warrants and prior to the Expiry Time, to acquire one Warrant Debenture upon payment Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Exercise PriceWarrants through the Depository.
(c) Warrant Debentures shall The number of Common Shares which may be issued on the terms of and purchased pursuant to the Warrant Indentureexercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants shall be rounded down to the nearest whole number.
(e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
Appears in 1 contract
Samples: Warrant Indenture
Form and Terms of Warrants. (a) The certificates representing the Warrants may be issued as Certificated Warrants or as Uncertificated Warrants. All Warrants issued in certificated form (the "Warrant certificates") shall be evidenced by a Certificated Warrant (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in Schedule “A” heretoA hereto with, which subject to the provisions of this Indenture, such additions, variations or omissions as may from time to time be agreed upon between the Corporation and the Trustee, shall be dated as the date of due exercise of the Issue DateSpecial Warrant or Compensation Option, as the case may be, as provided to the Trustee pursuant to Section 2.1(a), and shall bear have such distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trustee.
(b) Subject Each Warrant authorized to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant be issued hereunder shall entitle the Holder thereofWarrantholder to purchase (subject to section 3.1(b)), upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of for the Exercise Price, one Common Share, or such other kind and amount of Underlying Securities or property calculated pursuant to the provisions of sections 2.13 and 2.14, as the case may be, in accordance with the provisions of this Indenture.
(c) Each Warrant Debentures shall certificate will be issued on the terms only in registered form and no fractional Warrants will be issued or otherwise provided for. Warrant certificates may be issued in any denomination of whole Warrants. All Warrants are, save as to denomination, of like tenor and pursuant to the Warrant Indentureeffect.
(d) No fractional The certificates evidencing the Warrants shall be issued or otherwise provided for hereunder and any Underlying Securities issuable upon the exercise of the Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants shall be rounded down prior to the nearest whole numberexpiry of the applicable hold periods, and each certificate issued in transfer thereof, will bear the following legends: "UNLESS PERMITTED BY SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE MARCH 29, 2004."
(e) Each Warrant shall entitle The certificates evidencing the holder thereof to such other rights Warrants and privileges as are set forth in this Warrant Indentureany Underlying Securities issuable on the exercise of the Warrants shall, and the Trustee is hereby directed to, have typed thereon the following legend: "THIS SECURITY AND ANY SECURITY FOR WHICH THIS SECURITY IS EXERCISABLE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, (THE "1933 ACT") OR ANY APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE TRANSFERRED TO OR EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE 1933 ACT) OR WITHIN THE UNITED STATES UNLESS REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."
(f) All The certificates evidencing the Common Shares and any Common Shares issuable upon the exercise of the Warrants shall rank equally prior to the expiry of the applicable hold periods, and without preference over each othercertificate issued in transfer thereof, whatever may be will bear the actual date of issue thereoffollowing additional legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE, HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF SUCH EXCHANGE SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON THE TORONTO STOCK EXCHANGE.".
Appears in 1 contract
Samples: Warrant Indenture (MDS Inc)
Form and Terms of Warrants. (a) Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.
(b) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.
(c) Subject to the provisions of section 2.2 hereof, Warrants may be issued as Certificated Warrants or as Uncertificated Warrants. All in both certificated and uncertificated form.
(d) Warrants issued in certificated uncertificated form shall be evidenced by a Certificated book position on the register of Warrantholders to be maintained by the Warrant (including all replacements issued Agent in accordance with Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the name of and deposited with CDS or its nominee in the BEO System.
(e) For the purpose of the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant Indenture)Certificates, Warrants represented by a Global Certificate will be registered in the name of CDS, or its nominee. Subject to applicable law, Warrants represented by a Global Certificate shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as schedule A, and, if so represented, such certificate shall be delivered to CDS, or its nominee. The Global Certificate will be subject to the Applicable Procedures of the book-based system and to section 2.3 hereof.
(f) Warrant Certificates for Warrants shall be substantially in the form set out in Schedule “A” hereto, which and shall be dated as of the their Date of Issue Date, and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and the Corporation may, shall with the approval of the TrusteeWarrant Agent prescribe. Subject to subsection 2.2(g), prescribe, and Warrant Certificates shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trusteedenomination.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(dg) No fractional Warrants Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for hereunder for, and Warrants may only be exercised in no Person who purchases or holds a sufficient number to acquire whole numbers fraction of a Warrant Debentures. Any fractional Warrants shall be rounded down entitled to the nearest whole numberany cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.
(eh) The Warrant Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the Corporation may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.
(i) Each Warrant Certificate, all certificates representing Common Shares issuable upon exercise of such Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall entitle bear the holder thereof following legend, if issued on or prior to such other rights and privileges as are set forth in this Warrant IndentureOctober 22, 2012: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 22, 2012.
(f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.”
Appears in 1 contract
Samples: Warrant Indenture (Energy Fuels Inc)
Form and Terms of Warrants. (a) Subject to subsection 2.2(2), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the subscription form on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture. The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1. The Warrants may be issued in both certificated and uncertificated form. Each Warrant originally issued to a U.S. warrantholder will be evidenced in certificated form only and bear the applicable legends as Certificated Warrants or as Uncertificated Warrantsset forth in Schedule "A" hereto. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant Certificate (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in Schedule “"A” " hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation Company may, with the approval of the TrusteeWarrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository CDS may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the Trustee.
(b) Warrant Agent in accordance with this Warrant Indenture Subject to the applicable conditions for exercise set out in Article 3 having been satisfiedsubsection 2.2(5), each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures Certificates shall be issuable in whole denominations only and holders shall not be entitled to any cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant. If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants issued on the terms of and pursuant to the Warrant Indenture.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants that Warrantholder shall be rounded down to the nearest whole number.
(e) Each Warrant. The Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever Certificates may be engraved, lithographed or printed (the actual date expression "printed" including for purposes hereof both original typewritten material as well as mimeographed, mechanically, photographically, photostatically or electronically reproduced, typewritten or other written material), or partly in one form and partly in another, as the Company, with the approval of issue thereofthe Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Section 5.1 in the number and/or class of securities or type of securities that may be acquired pursuant to the Warrants.
Appears in 1 contract
Samples: Warrant Indenture
Form and Terms of Warrants. (a) The Warrants may shall be issued as Certificated Warrants or as Uncertificated Warrants. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in Schedule “"A” " hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Trustee, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trustee.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfiedsatisfied and subject to adjustment in accordance with Section 4.1, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture Common Share upon payment of the Exercise Price.
(c) Warrant Debentures Shares shall be issued on the terms of and pursuant to the Warrant Indenture.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire a whole numbers of Warrant DebenturesShares. Any fractional Warrants shall be rounded down to the nearest whole numbernumber and no consideration shall be paid for any such fractional Warrants.
(e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) The number of Warrant Shares which may be purchased pursuant to the Warrants and the Exercise Price therefor shall be adjusted upon the events and in the manner specified in Section 4.1.
(g) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
(h) Neither the Corporation nor the Trustee shall have any obligation to deliver Warrant Shares upon the exercise of any Warrant if the person to whom such shares are to be delivered is a resident of a country or political subdivision thereof in which the Warrant Shares may not lawfully be issued pursuant to applicable securities legislation. The Corporation or the Trustee may require any person to provide proof of an applicable exemption from such securities legislation to the Corporation and the Trustee before Warrant Shares are delivered pursuant to the exercise of any Warrant.
Appears in 1 contract
Form and Terms of Warrants. (a) Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.
(b) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.
(c) Subject to the provisions of this section 2.2 hereof, Warrants may be issued as Certificated Warrants or as Uncertificated Warrants. All in both certificated and uncertificated form.
(d) Warrants issued in certificated uncertificated form shall be evidenced by a Certificated book position on the register of Warrantholders to be maintained by the Warrant (including all replacements issued Agent in accordance with Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the name of and deposited with the Depository or its nominee in the BEO System.
(e) For the purpose of the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant Indenture)Certificates, Warrants represented by a Global Certificate will be registered in the name of the Depository, or its nominee. Subject to applicable law, Warrants represented by a Global Certificate shall, unless otherwise requested by the Depository or the Corporation, be issued in uncertificated form. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as Schedule “A”, and, if so represented, such certificate shall be delivered to the Depository, or its nominee. The Global Certificate will be subject to the applicable procedures of the book-based system and to section 2.3 hereof.
(f) Warrant Certificates for Warrants shall be substantially in the form set out in Schedule “A” hereto, which and shall be dated as of the their Date of Issue Date, and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and as the Corporation mayshall, with the approval of the TrusteeWarrant Agent, prescribe. Subject to subsection 2.2(g), and Warrant Certificates shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trusteedenomination.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(dg) No fractional Warrants Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for hereunder for, and Warrants may only be exercised in no Person who purchases or holds a sufficient number to acquire whole numbers fraction of a Warrant Debentures. Any fractional Warrants shall be rounded down entitled to the nearest whole numberany cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.
(eh) Each The Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the actual date Corporation may determine. No change in the form of issue thereofthe Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.
Appears in 1 contract
Samples: Warrant Indenture (Energy Fuels Inc)
Form and Terms of Warrants. (a) Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.
(b) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.
(c) Subject to the provisions of this section 2.2 hereof, Warrants may be issued as Certificated Warrants or as Uncertificated Warrants. All in both certificated and uncertificated form.
(d) Warrants issued in certificated uncertificated form shall be evidenced by a Certificated book position on the register of Warrantholders to be maintained by the Warrant (including all replacements issued Agent in accordance with Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the name of and deposited with CDS or its nominee in the BEO System.
(e) For the purpose of the administration of the Warrants to be issued hereunder and notwithstanding anything to the contrary contained in this Indenture and the Warrant Indenture)Certificates, Warrants represented by a Global Certificate will be registered in the name of CDS, or its nominee. Subject to applicable law, Warrants represented by a Global Certificate shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as Schedule “A”, and, if so represented, such certificate shall be delivered to CDS, or its nominee. The Global Certificate will be subject to the applicable procedures of the book-based system and to section 2.3 hereof.
(f) Warrant Certificates for Warrants shall be substantially in the form set out in Schedule “A” hereto, which and shall be dated as of the their Date of Issue Date, and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and as the Corporation mayshall, with the approval of the TrusteeWarrant Agent, prescribe. Subject to subsection 2.2(g), and Warrant Certificates shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trusteedenomination.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(dg) No fractional Warrants Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for hereunder for, and Warrants may only be exercised in no Person who purchases or holds a sufficient number to acquire whole numbers fraction of a Warrant Debentures. Any fractional Warrants shall be rounded down entitled to the nearest whole numberany cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.
(eh) The Warrant Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the Corporation may determine. No change in the form of the Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.
(i) Each Warrant Certificate, all certificates representing Common Shares issuable upon exercise of such Warrants, as well as all certificates issued in exchange for or in substitution of the foregoing securities, shall entitle bear the holder thereof following legend, if issued on or prior to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each otherOctober 14, whatever may be the actual date of issue thereof.2013:
Appears in 1 contract
Samples: Warrant Indenture (Energy Fuels Inc)
Form and Terms of Warrants. (a) Subject to subsection 2.2(b), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase at its option, one Common Share at any time during the Exercise Period at a price equal to the Exercise Price in effect on the Exercise Date.
(b) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Article 5.
(c) Subject to the provisions of this section 2.2 hereof, Warrants may be issued as Certificated Warrants or as Uncertificated Warrantsin both certificated and uncertificated form. All Each Warrant originally issued to a U.S. Warrantholder will be evidenced in certificated form only.
(d) Warrants issued in certificated uncertificated form shall be evidenced by a Certificated book position on the register of Warrantholders to be maintained by the Warrant (including all replacements issued Agent in accordance with this Warrant Indenture), substantially Section 3.3. Warrants issued by way of a non-certificated issue will be registered in the form set out name of and deposited with CDS or its nominee in Schedule “A” hereto, which shall be dated as the BEO System.
(e) For the purpose of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval administration of the Trustee, prescribe, Warrants to be issued hereunder and shall be issuable in any denomination excluding fractions. All Warrants issued notwithstanding anything to the Depository may contrary contained in this Indenture and the Warrant Certificates, Warrants represented by a Global Certificate will be registered in either the name of CDS, or its nominee. Subject to applicable law, Warrants represented by a certificated Global Certificate shall, unless otherwise requested by CDS or the Corporation, be issued in uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the TrusteeWarrant Agent in accordance with Section 3.3. If Warrants represented by a Global Certificate are represented in certificated form, they shall be represented by a Warrant Certificate substantially in the form of the certificate attached hereto as Schedule “A”, and, if so represented, such certificate shall be delivered to CDS, or its nominee. The Global Certificate will be subject to the applicable procedures of the book-based system and to section 2.3 hereof.
(bf) Subject to Warrant Certificates for Warrants shall be substantially in the applicable conditions for exercise form set out in Article 3 having been satisfiedSchedule “A” and shall be dated as of their Date of Issue and shall bear such legends and such distinguishing letters and numbers as set forth in this Indenture and as the Corporation shall, each Warrant shall entitle with the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment approval of the Exercise PriceWarrant Agent, prescribe. Subject to subsection 2.2(g), Warrant Certificates shall be issuable in any denomination.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(dg) No fractional Warrants Warrant Certificate evidencing any fraction of a Warrant shall be issued or otherwise provided for hereunder for, and Warrants may only be exercised in no Person who purchases or holds a sufficient number to acquire whole numbers fraction of a Warrant Debentures. Any fractional Warrants shall be rounded down entitled to the nearest whole numberany cash or other consideration in lieu of any interest in or claim to any fraction of a Warrant.
(eh) Each The Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever Certificates may be engraved, lithographed or printed or partly in one form and partly in another, as the actual date Corporation may determine. No change in the form of issue thereofthe Warrant Certificate shall be required by reason of any adjustment made pursuant to Article 5.
Appears in 1 contract
Form and Terms of Warrants.
(a) The Warrants may be issued in both certificated and uncertificated form. Each Warrant issued to a U.S. Warrantholder will be evidenced in certificated form only and bear the applicable legends as Certificated Warrants or as Uncertificated Warrantsset forth in Schedule “A” hereto. All Warrants issued in certificated form shall be evidenced by a Certificated Warrant Certificate (including all replacements issued in accordance with this Warrant Indenture), substantially in the form and bearing the applicable legends as set out in Schedule “A” hereto, which shall be dated as of the Issue Date, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the TrusteeWarrant Agent, prescribe, and shall be issuable in any denomination excluding fractions. All Warrants issued to the Depository may shall be in either a certificated or an uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders Warrantholders to be maintained by the TrusteeWarrant Agent in accordance with Section 2.12.
(b) Subject to Each Warrantholder by purchasing such Warrant acknowledges and agrees that the applicable terms and conditions for exercise set forth in the form of the Warrant Certificate set out in Article 3 having been satisfied, each Warrant Schedule “A” hereto shall entitle the Holder thereof, upon exercise at any time after the Issue Date apply to all Warrants and prior to the Expiry Time, to acquire one Warrant Debenture upon payment Warrantholders regardless of whether such Warrants are issued in certificated or uncertificated form or whether such Warrantholders are registered Warrantholders or owners of Warrants who beneficially hold security entitlements in respect of the Exercise PriceWarrants through the Depository.
(c) Warrant Debentures shall The number of Common Shares which may be issued on the terms of and purchased pursuant to the Warrant Indentureexercise of Warrants and the Exercise Price payable therefor shall be adjusted in the events and in the manner specified in Article 4.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants shall be rounded down to the nearest whole number.
(e) Each Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever may be the actual date of issue thereof.
Appears in 1 contract
Samples: Warrant Indenture
Form and Terms of Warrants. (a1) Subject to subsection 2.2(2), each Warrant authorized to be issued hereunder shall entitle the holder thereof to purchase upon due exercise and upon due execution and endorsement of the exercise notice on the Warrant Certificate or other instrument of subscription in such form as the Warrant Agent and/or the Company may from time to time prescribe and upon payment of the Exercise Price in effect on the Exercise Date, one Common Share at any time during the Exercise Period, in accordance with the provisions of this Indenture.
(2) The number of Common Shares which may be purchased pursuant to the Warrants and the Exercise Price shall be adjusted in the events and in the manner specified in Section 5.1.
(3) The Warrants may be issued as Certificated in both certificated and uncertificated form, except that all Warrants or as Uncertificated Warrants. All Warrants originally issued to a U.S. Purchaser will be issued in certificated form only. Warrant Certificates for the Warrants shall be evidenced by a Certificated Warrant (including all replacements issued in accordance with this Warrant Indenture), substantially in the form set out in attached as Schedule “A” hereto, with such additions, variations and changes as may be required or permitted by the terms of this Indenture, and which shall may from time to time be dated as of agreed upon by the Issue DateWarrant Agent and the Company, and shall bear such legends and such distinguishing letters and numbers as the Corporation Company may, with the approval of the TrusteeWarrant Agent, prescribe. The Warrant Certificates shall be dated as of the Date of Issue.
(4) Subject to subsection 2.2(5), and Warrant Certificates shall be issuable in any denomination excluding fractions. All denomination.
(5) If a Warrantholder is entitled to a fraction of a Warrant the number of Warrants issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of Holders to be maintained by the Trustee.
(b) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied, each Warrant shall entitle the Holder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Warrant Debenture upon payment of the Exercise Price.
(c) Warrant Debentures shall be issued on the terms of and pursuant to the Warrant Indenture.
(d) No fractional Warrants shall be issued or otherwise provided for hereunder and Warrants may only be exercised in a sufficient number to acquire whole numbers of Warrant Debentures. Any fractional Warrants that Warrantholder shall be rounded down to the nearest whole numberWarrant.
(e6) Each The Warrant shall entitle the holder thereof to such other rights and privileges as are set forth in this Warrant Indenture.
(f) All Warrants shall rank equally and without preference over each other, whatever Certificates may be engraved, lithographed or printed (the actual date expression “printed” including for purposes hereof both original typewritten material as well as mimeographed, mechanically, photographically, photostatically or electronically reproduced, typewritten or other written material), or partly in one form and partly in another, as the Company, with the approval of issue thereofthe Warrant Agent, may determine. No change in the form of the Warrant Certificate shall be required for any adjustment made pursuant to Section 5.1 in the number and/or class of securities or type of securities that may be acquired pursuant to the Warrants.
Appears in 1 contract
Samples: Warrant Indenture