General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that: (1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company. (2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company. (3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company). (4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer. (5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company. (6) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof. (7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof. (8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares. (9) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture. (10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants. (11) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 5 contracts
Samples: Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc), Warrant Indenture (Aurora Cannabis Inc)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common SharesShares of the Company.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, and the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(109) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon the exercise of the Warrants.
(1110) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five Business Days following the occurrence of such breach or default.
(11) If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencebest efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 3 contracts
Samples: Warrant Indenture (Planet 13 Holdings Inc.), Warrant Indenture, Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section Section following the completion of, and this section Section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(54) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(65) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(76) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 7) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9) 8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(109) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(1110) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 2 contracts
Samples: Common Share Purchase Warrant Indenture (Tilray, Inc.), Common Share Purchase Warrant Indenture (Aphria Inc.)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company It is duly authorized to create and issue the Warrants to be issued hereunder hereunder, and the WarrantsWarrant Certificates, when issued, Authenticated issued and certified, created as applicableprovided for herein, will be legal, valid, valid and binding and enforceable obligations of the Company;
(2) During the term of this indenture the Company will at all times maintain its existence and will carry on and conduct its business in a prudent manner in accordance with the laws of each jurisdiction in which it carries on business and with industry standards and good business practice, will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Warrant Agent, file with the Warrant Agent copies of all annual statements of the Company furnished to its shareholders.
(3) The At all times while any Warrants are outstanding the Company will use reasonable commercial efforts reserve and there will remain unissued out of its authorized capital a number of Shares sufficient to ensure that all Common Shares outstanding or issuable from time enable the Company to time (including without limitation the Common Shares issuable meet its obligations to issue Subject Securities on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue Warrants outstanding under this indenture from time to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company)time.
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 6) The Company will use commercially reasonable efforts to ensure that the Shares issuable on exercise of the Warrants are listed and posted for trading on the Exchange or another stock exchange in Canada, and it will make all requisite filings under applicable Canadian securities legislation and stock exchange rules including (on a reasonable efforts basis) those necessary to remain a reporting issuer not in default in the provinces of Columbia, Alberta, Manitoba, Ontario and Quebec.
(7) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein herein, which shall be duly paid for in compliance with the terms and conditions hereof, shall be issued as fully paid and non-assessable Common Sharesassessable.
(9) The 8) Generally, the Company will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Indentureindenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture indenture.
(10) The issue of the Warrants does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any applicable laws, and does not and will not conflict with any of the terms, conditions or provisions of the memorandum of the Company or the articles or resolutions of the Company or any trust Indenture, loan agreement or any other agreement or instrument to which remains unrectified the Company is a party or by which it is contractually bound on the date of this indenture.
(11) It shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for more than 5 days following its occurrencebetter accomplishing and effecting the intentions and provisions of this indenture.
(12) The Company will promptly notify the Warrant Agent of any material default under the terms of this indenture.
Appears in 2 contracts
Samples: Warrant Indenture (Geovic Mining Corp.), Warrant Indenture (Geovic Mining Corp.)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent Trustee that so long as any Special Warrants remain outstanding and may be exchanged for the benefit of the Warrant Agent and the Warrantholders thatSecurities:
(1a) The the Company will at all times, so long as any Warrants remain outstanding, times maintain its corporate existence, unless otherwise inconsistent ;
(b) the Company will reserve and keep available out of its authorized common stock a sufficient number of Common Shares for issuance upon the exercise of all outstanding Special Warrants and the exercise of all outstanding Unit Warrants including with respect to any adjustments required pursuant to Article 8;
(c) the Company will cause the Special Warrants and the Securities and the certificates representing the Special Warrants and the Securities to be duly issued in accordance with the fiduciary duties Special Warrant Certificate and the terms of this Agreement;
(d) all Common Shares that will be issued by the Company upon exercise of the board rights provided for in this Agreement will be issued as fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof and that upon issuance such shares shall be listed on each national securities exchange on which the other shares of directors outstanding common stock of the Company.Company are then listed or shall be eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding common stock of the Company are so included;
(2e) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial its best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Unit Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securitiesand Warrant Shares) continue to be or are listed and posted for trading on the TSX (Exchange and that it will use its commercial best efforts to list the Unit Shares, Warrant Shares and all other outstanding shares of its common stock on the NASDAQ National Market or such other Canadian stock exchange acceptable to if the Company) and Company does not meet the New York Stock Exchange (or such other United States stock exchange acceptable to listing requirements of the Company).NASDAQ National Market on the NASDAQ SmallCap Market as soon as possible after the Closing Date;
(4f) For so long it will use its reasonable best efforts to have an Effective Registration and to have the Receipts issued by the Commissions on or before the Qualification Deadline and will, in the event that either an Effective Registration is not filed or the Receipts are not issued on or before the Qualification Deadline, continue to use its reasonable best efforts to file an Effective Registration and / or obtain the Receipts thereafter, as the case may be. Moreover, the Company is covenants that if any securities to be reserved for the purpose of the exercise of the Special Warrants or the exercise of the Unit Warrants require registration with, or approval of, any governmental authority under any U.S. Securities Laws before such securities may be validly issued or delivered upon such exercise, then the Company will in good faith and expeditiously as reasonably possible to endeavour to secure such registration or approval. The Company will use reasonable efforts to obtain appropriate approvals or registrations under state "Blue Sky" security laws as applicable;
(g) the Company will maintain its status as a reporting issuer or equivalent in Canadathe Qualifying Provinces and as a "reporting company" with a class of equity securities registered pursuant to section 12(g) of the United States Securities Act of 1934, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer as amended not in default in each of the provinces and territories and other jurisdictions where it is any reporting or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.filing requirements under U.S. Securities Laws;
(5h) Subject to section 3.13, the Company will allot send a written notice to the Trustee and reserve to each Special Warrantholder at the address of such Holder appearing in the register of Special Warrants maintained pursuant to this Agreement, of the filing of an Effective Registration and keep available the issuance of the Receipts, together with a sufficient commercial copy of the Prospectus for those Holders in the Qualifying Provinces, as soon as practicable but, in any event, not later than five business days after the filing of the Effective Registration or the issuance of such Receipts, as the case may be, together with confirmation of any adjustment to the number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.securities issuable pursuant to Article 8);
(6i) The the Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants generally well and the terms hereof.
(7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9) The Company will truly perform and carry out all of the acts or things to be done by it as provided in this Indenture.Agreement or as the Trustee may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Agreement; and
(10j) The the Company will use its commercially reasonable efforts shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any issuance of the Warrant Special Warrants or the issuance or delivery of any Common Shares issuable or Unit Warrants upon the exercise of the Special Warrants.
(11) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 2 contracts
Samples: Special Warrant Agreement (Urbana Ca Inc), Special Warrant Agreement (Urbana Ca Inc)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, times use its commercially reasonable efforts to maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The issue of the Warrants and the issue of the Warrant Shares issuable upon exercise thereof does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any Applicable Legislation, and does not and will not conflict with any of the terms, conditions or provisions of the articles or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which the Company is a party or by which it is contractually bound on the date of this Indenture.
(4) Unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, the Company will use its commercially reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation maintain the listing of the Common Shares issuable on the TSXV or such other recognized stock exchange or quotation system as the Underwriters may approve, acting reasonably, and to have the Warrant Shares issued pursuant to the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are Warrants listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long TSXV as the Company is a reporting issuer or equivalent in Canadaexpeditiously as possible, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section clause shall not be construed as limiting or restricting the Company to agree to, from completing a mergerconsolidation, amalgamation, arrangement, business combination, take-over takeover bid or like transaction even if merger that would result in the consideration being offered are not securities that are so Common Shares ceasing to be listed and posted for trading that would result on the TSXV, so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the Company ceasing to be a reporting issuerholders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the TSXV.
(5) Subject Unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, use commercially reasonable efforts to section 3.13maintain its status as a “reporting issuer” (or the equivalent thereof) in each of the provinces of Canada in which it is currently a reporting issuer, not in default of the requirements of the applicable Securities Laws of such province until the Time of Expiry.
(6) The Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(67) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) 8) The Company will cause any the certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 9) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(910) If the Company is a party to any transaction in which the Company is not the continuing corporation, the Company shall use its commercially reasonable efforts to obtain all consents which may be necessary or appropriate to enable the continuing corporation to give effect to this Indenture.
(11) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(1112) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five Business Days following its occurrence.the occurrence of such breach or default.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, that so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.:
(2a) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will at all times use reasonable commercial efforts to ensure that all Common Shares outstanding maintain its corporate existence, will carry on and conduct its business in a prudent manner and in accordance with good industry standards and good business practice and will keep or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue cause to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).kept proper books of account in accordance with Applicable Legislation;
(4b) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Common Shares from time to time subscribed for acquired pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with exercise of the Warrants and the terms hereof.
(7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.of this Indenture;
(8) All Warrant c) all Common Shares that shall be are issued by the Company upon exercise of the rights provided for herein in this Indenture, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable Common Shares.assessable;
(9d) The the Company will reserve and keep available a sufficient number of Common Shares for the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;
(e) if the Company is a party to any transaction in which the Company is not the continuing corporation, the Company shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Applicable Legislation to enable the continuing company to give effect to the Warrants; and
(f) the Company will use commercially reasonable efforts to well and truly perform and carry out all of the acts or things to be done by it the Company as provided in this Indenture.
(10g) the Company confirms that as at the date of execution of this agreement it does not have a class of securities registered pursuant to Section 12 of the US Securities Exchange Act or have a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act. The Company will use covenants that in the event that (i) any class of its commercially reasonable efforts securities shall become registered pursuant to cause Section 12 of the US Securities Exchange Act or the Company shall incur a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Company in accordance with the US Securities Exchange Act, the Company shall promptly deliver to the Warrant Agent to keep open the register of Warrantholders during an Officers’ Certificate (in a form provided by the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify notifying the Warrant Agent of such registration or termination and such other information as the Warrantholders Warrant Agent may require at the time. The Company acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in writing of any default under order to meet certain SEC obligations with respect to those clients who are filing with the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceSEC.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, use commercially reasonable efforts to maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common SharesShares of the Company, free and clear of all encumbrances.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, and the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the NEO (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting the obligations of the directors to comply with their fiduciary duties to the Company or limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry, provided that this Section 4.1(7) shall not be construed as limiting the obligations of the directors to comply with their fiduciary duties to the Company.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture no later than five Business Days following the occurrence of such breach or default.
(10) The issue of the Warrants and the issue of the Common Shares issuable upon exercise thereof does not and will not, so long as any Warrants remain outstanding, result in any breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any Applicable Legislation, and does not and will not conflict with any of the terms, conditions or provisions of the articles, by-laws or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which remains unrectified for more than 5 days following the Company is a party or by which it is contractually bound on the date of this Warrant Indenture.
(11) If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencecommercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 1 contract
Samples: Warrant Indenture (Cybin Inc.)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Subordinate Voting Shares upon the exercise of Warrants the Warrants, and all Warrant Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, if and when listed, and the Subordinate Voting Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be listed and posted for trading on the CSE (or such other Canadian or United States stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination or other transaction that would result in the Warrants and/or the Subordinate Voting Shares ceasing to be listed and posted for trading on such exchanges, so long as the shareholders of the Company have approved the transaction in accordance with applicable corporate and securities laws and the policies of such exchanges or the holders of Subordinate Voting Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination, acquisition or sale transaction, the Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, and to make all requisite filings under applicable Securities Laws, including those necessary to so remain a reporting issuer, so as to not be materially in default of the requirements of the applicable Securities Laws of such province or jurisdiction until the Time of Expiry.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(109) The Company will promptly advise the Warrant Agent in writing of any breach or default under the terms of this Indenture no later than five Business Days following the occurrence of such breach or default.
(10) If, in the opinion of Counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its commercially reasonable efforts to cause file such instrument, obtain such permission, order or ruling or take all such other steps, at its expense, as are required or appropriate in the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrantscircumstances.
(11) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existenceexistence and carry out its business in the ordinary course, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of Warrants issued by the CompanyWarrants.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(96) The Company will use commercially reasonable efforts to ensure that the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination or other transaction that would result in the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) in British Columbia, Alberta, Québec and Ontario and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction until the Time of Expiry.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days three Business Days following its occurrencethe occurrence of such breach or default.
Appears in 1 contract
Samples: Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use its commercially reasonable commercial best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if if, as permitted in accordance with and subject to the terms and conditions of the Indenture, the Company enters into an amalgamation, arrangement arrangement, merger or merger other business combination of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX CSE (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Companyanother Eligible Market).
(43) For so long as the The Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws securities legislation (including stock exchange rules) and any other applicable securities legislation, including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that or has similar reporting or disclosure obligations.
(4) The Company is duly authorized to create and issue the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing Warrants to be a reporting issuerissued hereunder and the Warrants, when issued and Authenticated or certified, as applicable, will be valid, binding and enforceable obligations of the Company.
(5) Subject to section 3.13, the The Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the exercise of Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) The Company will cause any the certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will not, by amendment of its articles or bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Indenture, and will at all times in good faith carry out all the provisions of this Indenture and take all action as may be required to protect the rights of the Warrantholders. Notwithstanding anything herein to the contrary, if after the date hereof, Warrantholders are not permitted to exercise the Warrants in full for any reason (other than pursuant to restrictions set forth in Section 3.13 hereof), the Company shall use its best efforts to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such exercise into Common Shares.
(11) The Company will promptly advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture no later than five (5) Business Days following the occurrence of such breach or default.
(12) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding:
(1) The Company will at all times, so long as any Warrants remain outstanding, times maintain its existenceexistence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, unless otherwise inconsistent will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Warrant Agent, file with the fiduciary duties Warrant Agent copies of all annual statements of the board Company furnished to its shareholders during the term of directors of the Companythis indenture.
(2) The Company is duly authorized will use its commercially reasonable best efforts to create and issue maintain the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations listing of the CompanyCommon Shares on the Toronto Stock Exchange and to have the Common Shares issued pursuant to the exercise of the Purchase Warrants listed and posted for trading on the Toronto Stock Exchange as expeditiously as possible.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares Subject Securities for issuance upon the exercise of Warrants issued by the Company.
(64) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 6) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharescommon shares.
(97) The Company will use its best efforts to maintain its status as a "reporting issuer" not in default of the requirements of the Qualification Provinces until the Time of Expiry.
(8) Generally, the Company will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Indentureindenture.
(9) The Company will provide to each Warrantholder copies of all financial statements sent to holders of Common Shares from the date hereof and while any Warrants remain outstanding.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceindenture.
Appears in 1 contract
Samples: Common Share Purchase Warrant Indenture (Wheaton River Minerals LTD)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Warrant Shares upon the exercise of Warrants issued by the CompanyWarrants.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable.
(6) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant 7) The Company will use commercially reasonable efforts to ensure that the Common Shares that shall be issued by outstanding on the Company upon date hereof and issuable from time to time on the exercise of the rights Warrants, continue to be or are listed and posted for trading on Nasdaq Capital Market (or such other stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination or other transaction that would result in the Common Shares ceasing to be listed and posted for herein shall be issued trading on such exchanges, so long as fully paid the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and non-assessable securities laws and the policies of such exchanges or the holders of Common SharesShares receive securities of an entity which is listed on a stock exchange in North America or cash.
(8) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) in Alberta and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction until the Time of Expiry.
(9) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five Business Days following its occurrencethe occurrence of such breach or default.
(11) If at any time the Registration Statement is not effective, the Company will give notice in writing to the Warrant Agent forthwith (but, in any event, within one Business Day) after learning that the Registration Statement is not effective.
(12) The Company will use commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement under the U.S. Securities Act until the Time of Expiry or exercise of all Warrants (provided, however, that nothing shall prevent the Company’s amalgamation, arrangement, merger or sale, including any take-over bid, and any associated delisting or deregistration or ceasing to be a reporting issuer, provided that, so long as the Warrants are still outstanding and represent a right to acquire securities of the acquiring company, the acquiring company shall assume the Company’s obligations under this Indenture).
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat until the termination of this Indenture:
(1) The Company will at all times, so long as any Warrants remain outstanding, times maintain its existenceexistence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, unless otherwise inconsistent and will keep or cause to be kept proper books of account in accordance with the fiduciary duties of the board of directors of the Companyapplicable law.
(2) The Company is duly authorized will use its commercially reasonable best efforts to create maintain the listing of the Common Shares on the TSX or such other recognized stock exchange or quotation system as the Company may approve, acting reasonably, and issue to ensure that the Common Shares issuable upon exercise of the Warrants are approved for listing and trading on such stock exchange or quotation system, provided that the foregoing requirement is subject to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the directors to comply with their fiduciary duties to the Company.
(3) The Company will use its commercially reasonable commercial best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects maintain its status as a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX “reporting issuer” (or such other Canadian stock exchange acceptable to the Companyequivalent thereof) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws in each of the provinces and territories and other jurisdictions of Canada where it is or becomes a reporting issuer issuer, provided that the Company shall not be required foregoing requirement is subject to the obligations of the directors to comply with this section following their fiduciary duties to the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuerCompany.
(54) Subject to section 3.13, the The Company will allot and reserve and keep available a sufficient number of Warrant Common Shares for issuance upon the exercise of Warrants issued by the Company.
(65) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(76) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 7) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(9) 8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceIndenture.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicableAuthenticated, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common SharesShares of the Company.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, and the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(109) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon the exercise of the Warrants.
(1110) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five (5) Business Days following the occurrence of such breach or default.
(11) If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencebest efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 1 contract
Samples: Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1a) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2b) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3c) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including including, without limitation limitation, the Common Shares issuable on the exercise of the WarrantsWarrant Shares) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX CSE (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4d) For so long as the Company is a reporting issuer or equivalent in any province or territory of Canada, it will make all requisite filings under applicable Canadian Securities Laws in such provinces and territories including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section subsection 5.1(d) following the completion of, and this section subsection 5.1(d) shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5e) Subject to section 3.133.15, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6f) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7g) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) h) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9i) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10j) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s 's regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11k) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 five days following its occurrence.
Appears in 1 contract
Samples: Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding:
(1) The Company will at all times, so long as any Warrants remain outstanding, times maintain its existenceexistence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, unless otherwise inconsistent and will keep or cause to be kept proper books of account in accordance with the fiduciary duties of the board of directors of the Companyapplicable law.
(2) The Company is duly authorized will use its commercially reasonable best efforts to create maintain the listing of the Common Shares on the TSXV (or such other exchange as may be agreed upon by the Company and issue the Underwriters) and to have the Common Shares issued pursuant to the exercise of the Warrants to listed and posted for trading on the TSXV (or such other exchange as may be issued hereunder agreed upon by the Company and the Warrants, when issued, Authenticated and certified, Underwriters) as applicable, will be legal, valid, binding and enforceable obligations of the Companyexpeditiously as possible.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares Subject Securities for issuance upon the exercise of Warrants issued by the Company.
(64) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 6) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(97) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) 8) The Company will use its commercially reasonable best efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will maintain its status as a “reporting issuer” not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any in default of the Warrant Shares issuable upon exercise requirements of each of the Warrantsprovinces of Canada, other than Québec, until the Time of Expiry.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following Indenture.
(10) The Company covenants that in the event that (i) any class of its occurrencesecurities shall become registered pursuant to Section 12 of the U.S. Exchange Act or the Company shall incur a reporting obligation pursuant to Section 15(d) of the U.S. Exchange Act, or (ii) any such registration or reporting obligation shall be terminated by the Company in accordance with the U.S. Exchange Act, the Company shall promptly deliver to the Warrant Agent an officers’ certificate (in a form to be provided by the Warrant Agent) notifying the Warrant Agent of such registration or termination and such other information as the Warrant Agent may require at the time. The Company acknowledges that the Warrant Agent is relying upon the foregoing covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC.
Appears in 1 contract
Samples: Common Share Purchase Warrant Indenture (Sandstorm Gold LTD)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent Trustee that so long as any Unit Warrants remain outstanding and may be exchanged for the benefit of the Warrant Agent and the Warrantholders thatShares:
(1a) The the Company will at all times, so long as any Warrants remain outstanding, times maintain its corporate existence, unless otherwise inconsistent ;
(b) the Company will reserve and keep available out of its authorized common stock a sufficient number of Warrant Shares for issuance upon the exercise of all outstanding Unit Warrants including with respect to any adjustments required pursuant to Article 7;
(c) the Company will cause the Warrant Shares and the certificates representing the Warrant Shares to be duly issued in accordance with the fiduciary duties Warrant Certificate and the terms of this Agreement;
(d) all Warrant Shares that will be issued by the Company upon exercise of the board rights provided for in this Agreement will be issued as fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof and that upon issuance such shares shall be listed on each national securities exchange on which the other shares of directors outstanding common stock of the Company.Company are then listed or shall be eligible for inclusion in the Nasdaq National Market or the Nasdaq SmallCap Market if the other shares of outstanding common stock of the Company are so included;
(2e) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial its best efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securitiesWarrant Shares) continue to be or are listed and posted for trading on the TSX (Exchange and that it will use its commercial best efforts to list the Warrant Shares and all other outstanding shares of its common stock on the NASDAQ NATIONAL MARKET or such other Canadian stock exchange acceptable to if the Company) and Company does not meet the New York Stock Exchange (or such other United States stock exchange acceptable to listing requirements of the Company).NASDAQ National Market on the NASDAQ SmallCap Market as soon as possible after the Closing Date;
(4f) For so long as the Company is will maintain its status as a reporting issuer or equivalent in Canadathe Qualifying Provinces and as a "reporting company" with a class of equity securities registered pursuant to section 12(g) of the United States Securities Act of 1934, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer as amended not in default in each of the provinces and territories and other jurisdictions where it is any reporting or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.filing requirements under U.S. Securities Laws;
(5g) Subject to section 3.13, the Company will allot generally well and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9) The Company will truly perform and carry out all of the acts or things to be done by it as provided in this Indenture.Agreement or as the Trustee may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Agreement; and
(10h) The the Company will use its commercially reasonable efforts shall pay all documentary, stamp or similar taxes and other governmental charges that may be imposed with respect to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any issuance of the Warrant Special Warrants or the issuance or delivery of any Common Shares issuable or Unit Warrants upon the exercise of the Special Warrants.
(11) The Company will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrence.
Appears in 1 contract
General Covenants of the Company. The So long as any Subscription Receipts remain outstanding the Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatas follows:
(1a) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants Subscription Receipts and, when issued and counter signed as herein provided, such Subscription Receipts shall be valid and enforceable against the Company in accordance with the terms herein, and it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Units upon the conversion of the Subscription Receipts issued by it;
(b) it will cause the Common Shares and the certificates representing the Common Shares and warrants acquired pursuant to the deemed conversion of the Subscription Receipts issued by it to be duly issued hereunder and delivered in accordance with the Subscription Receipt Certificates and the Warrants, when issued, Authenticated and certified, as applicable, will terms hereof;
(c) all Common Shares which shall be legal, valid, binding and enforceable obligations issued upon deemed conversion of the Company.Subscription Receipts (in accordance with the terms hereof and of the Subscription Receipt Certificates) shall be fully paid and non-assessable;
(3d) The Company it will maintain its corporate existence and carry on and conduct its business in a prudent manner in accordance with industry standards and good business practices;
(e) it will use its commercially reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise conversion of the WarrantsSubscription Receipts) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other on another Canadian stock exchange acceptable exchange) for a period of not less than three years from the Closing Date;
(f) it will use its commercially reasonable efforts to the Company) and the New York Stock Exchange maintain its status as a reporting issuer (or such other United States stock exchange acceptable to analogous entity) not in default of the Company).
(4) For so long as requirements of the Company securities laws of the Designated Provinces in which it is a reporting issuer or equivalent in Canada, on the Closing Date for a period of not less than three years from such date and it will make all requisite filings under applicable Canadian the Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon report the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant right to acquire Common Shares from time to time subscribed for pursuant to the Warrants issued Subscription Receipts;
(g) the Company confirms that it has either (i) a class of securities registered pursuant to Section 12 of the US Securities Exchange Act of 1934, as amended; or (ii) a reporting obligation pursuant to Section 15(d) of the US Securities Exchange Act, and has provided the Subscription Receipt Agent with an Officers’ Certificate (in a form provided by the Subscription Receipt Agent certifying such reporting obligation and other information as requested by the Subscription Receipt Agent. The Company covenants that in the event that any such registration or reporting obligation shall be terminated by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants US Securities Exchange Act of 1934 as amended, the Company shall promptly notify the Subscription Receipt Agent of such termination and such other information as the terms hereof.Subscription Receipt Agent may require at the time. The Company acknowledges that Computershare is relying upon the foregoing representation and covenants in order to meet certain United States Securities and Exchange Commission (“SEC”) obligations with respect to those clients who are filing with the SEC;
(7h) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
(9) The Company it will perform and carry out all of the acts or things to be done by it as provided in this Indenture.Agreement and that it will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, all other acts, deeds and assurances in law as the Subscription Receipt Agent or the Agent may reasonably require for the better accomplishing and effecting of the intentions and provisions of this Agreement; and
(10i) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company it will promptly notify advise the Warrant Subscription Receipt Agent, the Agent and the Warrantholders holders of Subscription Receipts in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceAgreement.
Appears in 1 contract
Samples: Subscription Receipt Agreement (Response Biomedical Corp)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The issue of the Warrants and the issue of the Warrant Shares issuable upon exercise thereof does not and will not, so long as any Warrants remain outstanding, result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any Applicable Legislation, and does not and will not conflict with any of the terms, conditions or provisions of the articles, by-laws or resolutions of the Company or any trust indenture, loan agreement or any other agreement or instrument to which the Company is a party or by which it is contractually bound on the date of this Indenture.
(4) Unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, the Company will use its commercially reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation maintain the listing of the Common Shares issuable on the TSXV or such other recognized stock exchange or quotation system, so long as any Warrants remain outstanding, and to have the Warrant Shares issued pursuant to the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are Warrants listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company)TSXV as expeditiously as possible.
(45) For so long Unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, use commercially reasonable efforts to maintain its status as a "reporting issuer" (or the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default thereof) in each of the provinces and territories and other jurisdictions where of Canada in which it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be currently a reporting issuer, not in default of the requirements of the applicable Securities Laws of such province until the Time of Expiry.
(56) Subject to section 3.13, the The Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(67) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) 8) The Company will cause any the certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 9) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(910) If the Company is a party to any transaction in which the Company is not the continuing corporation, the Company shall use its commercially reasonable efforts to obtain all consents which may be necessary or appropriate to enable the continuing corporation to give effect to this Indenture.
(11) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(1112) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five Business Days following its occurrencethe occurrence of such breach or default.
Appears in 1 contract
Samples: Common Share Purchase Warrant Indenture (KWESST Micro Systems Inc.)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding:
(1) The Company will at all times, so long as any Warrants remain outstanding, times maintain its existenceexistence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, unless otherwise inconsistent will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Warrant Agent, file with the fiduciary duties Warrant Agent copies of all annual statements of the board Company furnished to its shareholders during the term of directors of the Companythis indenture.
(2) The Company is duly authorized will use its commercially reasonable best efforts to create and issue maintain the Warrants to be issued hereunder listing of the Common Shares on the TSX and the Warrants, when issued, Authenticated NYSE and certified, as applicable, will be legal, valid, binding and enforceable obligations to have the Common Shares issued pursuant to the exercise of the CompanyPurchase Warrants listed and posted for trading on the TSX and the NYSE as expeditiously as possible.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares Subject Securities for issuance upon the exercise of Warrants issued by the Company.
(64) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 6) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein herein, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable Common Sharescommon shares.
(97) The Company will use its best efforts to maintain its status as a “reporting issuer” or reporting company not in default of the requirements of applicable Securities Laws until the Time of Expiry.
(8) The Company will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Indentureindenture.
(9) The Company will provide to each Warrantholder copies of all financial statements sent to registered shareholders from the date hereof and while any Warrants remain outstanding.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceindenture.
Appears in 1 contract
Samples: Common Share Purchase Warrant Indenture (Goldcorp Inc)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) : The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) , and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry. The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) . The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(6) . The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) . All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Shares.
Shares of the Company. The Company will use commercially reasonable efforts to ensure that the Warrants, and the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the CSE (9or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash. Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry. The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) . The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon the exercise of the Warrants.
(11) . The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five (5) Business Days following the occurrence of such breach or default. If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencebest efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 1 contract
Samples: Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common SharesShares of the Company.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, and the Common Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the CSE (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Common Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Common Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(109) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon the exercise of the Warrants.
(1110) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five (5) Business Days following the occurrence of such breach or default.
(11) If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencebest efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.
(2) The Company It is duly authorized to create and issue the Warrants to be issued hereunder hereunder, and the WarrantsWarrant Certificates, when issued, Authenticated issued and certified, created as applicableprovided for herein, will be legal, valid, valid and binding and enforceable obligations of the Company;
(2) During the term of this indenture the Company will at all times maintain its existence and will carry on and conduct its current business in a prudent manner in accordance with the laws of each jurisdiction in which it carries on business and with industry standards and good business practice, will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Warrant Agent, file with the Warrant Agent copies of all annual statements of the Company furnished to its shareholders.
(3) The At all times while any Warrants are outstanding the Company will use reasonable commercial efforts reserve and there will remain unissued out of its authorized capital a number of Shares sufficient to ensure that all Common Shares outstanding or issuable from time enable the Company to time (including without limitation the Common Shares issuable meet its obligations to issue Subject Securities on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue Warrants outstanding under this indenture from time to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company)time.
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.
(6) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, acquired pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 6) The Company will use commercially reasonable efforts to ensure that the Shares issuable on exercise of the Warrants are listed and posted for trading on the Exchange or another stock exchange in Canada, and it will make all requisite filings under applicable Canadian securities legislation and stock exchange rules including (on a reasonable efforts basis) those necessary to remain a reporting issuer not in default in the provinces of British Columbia and Alberta.
(7) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein herein, which shall be duly paid for in compliance with the terms and conditions hereof, shall be issued as fully paid and non-assessable Common Sharesassessable.
(9) The 8) Generally, the Company will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Indentureindenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture indenture.
(10) The issue of the Warrants does not and will not result in a breach by the Company of, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach by the Company of any applicable laws, and does not and will not conflict with any of the terms, conditions or provisions of the memorandum of the Company or the articles or resolutions of the Company or any trust Indenture, loan agreement or any other agreement or instrument to which remains unrectified the Company is a party or by which it is contractually bound on the date of this indenture.
(11) It shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all other acts, deeds and assurances in law as the Warrant Agent may reasonably require for more than 5 days following its occurrencebetter accomplishing and effecting the intentions and provisions of this indenture.
(12) The Company will promptly notify the Warrant Agent of any material default under the terms of this indenture.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat so long as any Warrants remain outstanding and may be exercised for Common Shares:
(1) The Company will at all timestimes maintain its existence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, and will keep or cause to be kept proper books of account in accordance with applicable law.
(2) The Company will use its commercially reasonable best efforts to maintain the listing of the Common Shares on the CSE or such other recognized stock exchange or quotation system as the Company may approve, acting reasonably, so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent provided that the foregoing requirement is subject to the obligations of the directors to comply with the their fiduciary duties of the board of directors of the Company.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use its commercially reasonable commercial best efforts to ensure that all Common Shares outstanding maintain its status as a “reporting issuer” (or issuable from time to time (including without limitation the Common Shares issuable on the exercise equivalent thereof) not in default of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger requirements of the Company with or into any other corporation or other entity which effects a change applicable Securities Laws in each of the Common Shares into other shares or an exchange provinces of Canada where it is currently a reporting issuer, so long as any Warrants remains outstanding, provided that the foregoing requirement is subject to the obligations of the Common Shares for other securities (including securities of another entity), such securities) continue directors to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable comply with their fiduciary duties to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the The Company will allot and reserve and keep available a sufficient number of Warrant Common Shares for issuance upon the exercise of Warrants issued by the Company, and all Common Shares shall, when issued as provided herein, be duly and validly issued and outstanding in accordance with all applicable laws.
(65) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(76) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) 7) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(9) 8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceIndenture.
Appears in 1 contract
Samples: Warrant Indenture
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, so long as any Warrants remain outstandingoutstanding or issuable hereunder, use commercially reasonable efforts to maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company, and will keep or cause to be kept proper books of account in accordance with applicable law until the Time of Expiry.
(2) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certifiedcountersigned, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares for issuance the purpose of enabling the Company to satisfy its obligations to issue Subordinate Voting Shares upon the exercise of the Warrants, and all Warrants Shares shall, when issued by as provided herein, be valid and enforceable against the Company.
(64) The Company will cause the Warrant Shares from time to time subscribed for pursuant to the Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(75) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.
(8) All Warrant Shares that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common SharesSubordinate Voting Shares of the Company.
(96) The Company will use commercially reasonable efforts to ensure that the Warrants, and the Subordinate Voting Shares outstanding on the date hereof and issuable from time to time on the exercise of the Warrants, continue to be or are listed and posted for trading on the NEO (or such other Canadian stock exchange acceptable to the Company), provided that this Section 4.1(6) shall not be construed as limiting the obligations of the directors to comply with their fiduciary duties to the Company or limiting or restricting the Company from completing a consolidation, amalgamation, arrangement, takeover bid, merger or other form of business combination that would result in the Warrants and/or the Subordinate Voting Shares ceasing to be listed and posted for trading on such exchanges, so long as the holders of Subordinate Voting Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of such exchanges or the holders of Subordinate Voting Shares receive securities of an entity which is listed on a stock exchange in North America or cash.
(7) Except to the extent that the Company participates in a takeover bid, consolidation, merger, arrangement, amalgamation, or other form of business combination transaction, the Company will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) in each of the provinces of Canada and other Canadian jurisdictions in which it is currently or becomes a reporting issuer, make all requisite filings under applicable Securities Laws including those necessary to remain a reporting issuer not in default of the requirements of the applicable Securities Laws of such province or jurisdiction, until the Time of Expiry, provided that this Section 4.1(7) shall not be construed as limiting the obligations of the directors to comply with their fiduciary duties to the Company.
(8) The Company will perform and carry out all of the acts or things to be done by it as provided in this Indenture.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(119) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any breach or default under the terms of this Indenture which remains unrectified for more no later than 5 days five Business Days following the occurrence of such breach or default.
(10) If, in the opinion of counsel, any instrument is required to be filed with, or any permission, order or ruling is required to be obtained from any securities regulatory authority, or any other step is required under any federal or provincial law of Canada before the Warrant Shares may be issued and delivered to a Warrantholder, the Company covenants that it will use its occurrencecommercially reasonable efforts to file such instrument, obtain such permission, order or ruling or take all such other actions, at its expense, as is required or appropriate in the circumstances.
Appears in 1 contract
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders thatthat so long as any New Warrants remain outstanding:
(1) The Company will at all times, so long as any Warrants remain outstanding, times maintain its existenceexistence and will carry on and conduct its business in a prudent manner in accordance with industry standards and good business practice, unless otherwise inconsistent will keep or cause to be kept proper books of account in accordance with applicable law and will, if and whenever required in writing by the Warrant Agent, file with the fiduciary duties Warrant Agent copies of all annual statements of the board Company furnished to its Shareholders during the term of directors of the Companythis indenture.
(2) The Company is duly authorized will use its commercially reasonable best efforts to create and issue maintain the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations listing of the CompanyCommon Shares on the TSX and to have the Common Shares issued pursuant to the exercise of the New Warrants listed and posted for trading on the TSX as expeditiously as possible.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot and reserve and keep available a sufficient number of Warrant Shares Subject Securities for issuance upon the exercise of New Warrants issued by the Company.
(64) The Company will cause the Warrant Shares Subject Securities from time to time subscribed for pursuant to the New Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the New Warrants and the terms hereof.
(75) The Company will cause any the certificates representing the Warrant Shares Subject Securities from time to time to be acquired, acquired pursuant to the New Warrants in the manner herein provided, to be duly issued and delivered in accordance with the New Warrants and the terms hereof.
(8) 6) All Warrant Shares Subject Securities that shall be issued by the Company upon exercise of the rights provided for herein shall be issued as fully paid and non-assessable Common Sharesassessable.
(97) The Company will use its best efforts to maintain its status as a “reporting issuer” not in default of the requirements of each of the provinces of Canada until the Time of Expiry.
(8) Generally, the Company will well and truly perform and carry out all of the acts or and things to be done by it as provided in this Indentureindenture.
(9) The Company will provide to each Warrantholder copies of all financial statements sent to holders of Common Shares from the date hereof and while any New Warrants remain outstanding.
(10) The Company will use its commercially reasonable efforts to cause the Warrant Agent to keep open the register of Warrantholders during the Warrant Agent’s regular business hours and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of the Warrant Shares issuable upon exercise of the Warrants.
(11) The Company will promptly notify advise the Warrant Agent and the Warrantholders in writing of any default under the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceindenture.
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Samples: Common Share Purchase Warrant Indenture (Silver Wheaton Corp.)
General Covenants of the Company. The Company represents, warrants and covenants with the Warrant Agent for the benefit of the Warrant Agent and the Warrantholders that:
(1) The Company will at all times, that so long as any Warrants remain outstanding, maintain its existence, unless otherwise inconsistent with the fiduciary duties of the board of directors of the Company.:
(2a) The Company is duly authorized to create and issue the Warrants to be issued hereunder and the Warrants, when issued, Authenticated and certified, as applicable, will be legal, valid, binding and enforceable obligations of the Company.
(3) The Company will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) (or, if the Company enters into an amalgamation, arrangement or merger of the Company with or into any other corporation or other entity which effects a change of the Common Shares into other shares or an exchange of the Common Shares for other securities (including securities of another entity), such securities) continue to be or are listed and posted for trading on the TSX (or such other Canadian stock exchange acceptable to the Company) and the New York Stock Exchange (or such other United States stock exchange acceptable to the Company).
(4) For so long as the Company is a reporting issuer or equivalent in Canada, it will make all requisite filings under applicable Canadian Securities Laws including those necessary to remain a reporting issuer not in default in each of the provinces and territories and other jurisdictions where it is or becomes a reporting issuer provided that the Company shall not be required to comply with this section following the completion of, and this section shall not be construed as limiting or restricting the Company to agree to, a merger, amalgamation, arrangement, business combination, take-over bid or like transaction even if the consideration being offered are not securities that are so listed and posted for trading that would result in the Company ceasing to be a reporting issuer.
(5) Subject to section 3.13, the Company will allot at all times maintain its corporate existence, will carry on and reserve conduct its business in a prudent manner and in accordance with good industry standards and good business practice and will keep available a sufficient number or cause to be kept proper books of Warrant Shares for issuance upon the exercise of Warrants issued by the Company.account in accordance with Applicable Legislation;
(6b) The the Company will cause certificates representing the Warrant Shares Common Shares, if any, from time to time subscribed and paid for pursuant to the exercise of Warrants issued by the Company hereunder, in the manner herein provided, to be duly issued in accordance with the Warrants and the terms hereof.
(7) The Company will cause any certificates representing the Warrant Shares from time to time to be acquired, pursuant to the Warrants in the manner herein provided, to be duly issued and delivered in accordance with the Warrants and the terms hereof.of this Indenture;
(8) All Warrant c) all Common Shares that shall be are issued by the Company upon exercise of the rights provided for herein in this Indenture, upon payment of the Exercise Price, shall be issued as fully paid and non-assessable Common Shares.assessable;
(9d) The the Company will reserve and keep available a sufficient number of Common Shares for the purpose of enabling the Company to satisfy its obligations to issue Common Shares upon the exercise of the Warrants;
(e) the Company will, at all times, use commercially reasonable efforts to preserve and maintain its status as a “reporting issuer” or the equivalent thereof not in default under Applicable Legislation;
(f) the Company will use commercially reasonable efforts to maintain a listing of the Common Shares on the TSX-V (or such other stock exchange as the Company may determine);
(g) if the Company is a party to any transaction in which the Company is not the continuing corporation, the Company shall use commercially reasonable efforts to obtain all consents which may be necessary or appropriate under Applicable Legislation to enable the continuing company to give effect to the Warrants;
(h) the Company will use commercially reasonable efforts to well and truly perform and carry out all of the acts or things to be done by it the Company as provided in this Indenture.; and
(10i) The Company will use its commercially reasonable efforts confirms that it has either (i) a class of securities registered pursuant to cause Section 12 of the U.S. Securities Exchange Act; or (ii) a reporting obligation pursuant to Section 15(d) of the U.S. Securities Exchange Act, and has provided the Warrant Agent to keep open with a certificate of an officer of the register of Warrantholders during Company (in a form provided by the Warrant Agent’s regular business hours ) certifying such reporting obligation and will not take any action or omit to take any action which would have the effect of preventing the Warrantholders from receiving any of other information as requested by the Warrant Shares issuable upon exercise of the Warrants.
(11) Agent. The Company will covenants that in the event that any such registration or reporting obligation shall be terminated by the Company in accordance with the U.S. Securities Exchange Act, the Company shall promptly notify the Warrant Agent of such termination and such other information as the Warrantholders Warrant Agent may require at the time. The Company acknowledges that the Warrant Agent is relying upon the foregoing representation and covenants in writing of any default under order to meet certain SEC obligations with respect to those clients who are filing with the terms of this Indenture which remains unrectified for more than 5 days following its occurrenceSEC.
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