Common use of Investment and Issuance Dates Clause in Contracts

Investment and Issuance Dates. Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying Warrants as follows: Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date First Closing $850,000 Warrants to acquire such number of Common Shares as is equal to $1,020,000 (being 20% of the Total Commitment) divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Common Share Warrants to acquire such number of Common Shares as is equal to $170,000 (being 20% of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c) (the First Closing Date) Second Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Second Closing Date) Third Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Fifth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifteenth Closing Date) Sixteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 N/A Warrants to acquire such number of Common Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date)

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement

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Investment and Issuance Dates. Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying Warrants as follows: Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date First Closing $850,000 200,000 Warrants to acquire such number of Common Shares as is equal to $1,020,000 1,000,000 (being 20% of the Total Commitment) divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Common Share Warrants to acquire such number of Common Shares as is equal to $170,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Two The latter of (i) two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c), and (ii) the first business day Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date down to the nearest whole Facility Warrant Exercise following receipt by Common Share Price (which is the the Investor of the Commitment Warrant initial 600,000 freely Exercise Price, in the case of tradeable Common the First Closing), rounded Shares to be loaned down to the nearest whole to it pursuant to the Common Share Share Lending Agreement prior to the First Closing (the First Closing Date) Second Closing $250,000 500,000 N/A Warrants to acquire such The latter of (i) two number of Common Shares (2) trading days as is equal to $75,000 following the date (being 15% of the upon which notice is aggregate principal amount given pursuant to of the Debentures issued at Section 3.1(c), and (ii) the Second Closing) divided the first business day by the Facility Warrant following receipt by Exercise Price, rounded the Investor of the down to the nearest whole additional 2,500,000 Common Share freely tradeable Common Shares to be loaned to it pursuant to the Share Lending Agreement prior to the Second Closing Date and after the First Closing Date (the Second Closing Date) Third $50,000 N/A Warrants to acquire such Five (5) trading days Closing number of Common Shares following the date as is equal to $7,500 (being upon which notice is 15% of the aggregate given pursuant to principal amount of the Section 3.3(b), Debentures issued at the subject to the Third Closing) divided by elapsing of the Cool the Facility Warrant Down Period (the Exercise Price, rounded Third Closing Date) down to the nearest whole Common Share Fourth Closing $50,000 N/A Warrants to acquire such Five (5) trading days number of Common Shares following the date as is equal to $7,500 (being upon which notice is 15% of the aggregate given pursuant to principal amount of the Section 3.3(b), Debentures issued at the subject to the Fourth Closing) divided by elapsing of the Cool the Facility Warrant Down Period (the Exercise Price, rounded Fourth Closing Date) down to the nearest whole Common Share Fifth $50,000 N/A Warrants to acquire such Five (5) trading days Closing number of Common Shares following the date as is equal to $7,500 (being upon which notice is 15% of the aggregate given pursuant to principal amount of the Section 3.3(b), Debentures issued at the subject to the Fifth Closing) divided by the elapsing of the Cool Facility Warrant Exercise Price, rounded down to the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Down Period (the Fifth Closing Date) Sixth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Second Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Second Sixth Closing Date) Third Seventh Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 20% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Fifth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate Five (5) trading days following the date upon which notice is given pursuant to Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the Five (5) trading days following the date upon which notice is given pursuant to nearest whole Common Share Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fifteenth Closing Date) Sixteenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date down to the nearest whole Common Share Seventeenth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 N/A Warrants to acquire such number of Common Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 50,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 7,500 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date) Nineteenth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Nineteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Nineteenth Closing Date) Twentieth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twentieth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twentieth Closing Date) Twenty-first Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-first Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-first Closing Date) Twenty-second Closing $50,000 N/A Warrants to acquire such number of Common Shares Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-second Closing Date) Twenty-third Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-third Closing Date) Twenty-fourth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-fourth Closing Date) Twenty-Fifth Closing $50,000 N/A Warrants to acquire such number of Common Shares as is equal to $7,500 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-Fifth Closing Date)

Appears in 1 contract

Samples: Subscription Agreement

Investment and Issuance Dates. Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying Warrants as follows: Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date First Closing $850,000 200,000 Warrants to acquire such number of Common Shares as is equal to $1,020,000 1,000,000 (being 20% of the Total Commitment) divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Common Share Warrants to acquire such number of Common Shares as is equal to $170,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Price (which is the Commitment Warrant Exercise Price, in the case of the First Closing), rounded down to the nearest whole Common Share Two The latter of (i) two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c), and (ii) the first business day following receipt by the Investor of the initial 600,000 freely tradeable Common Shares to be loaned to it pursuant to the Share Lending Agreement prior to the First Closing (the First Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Second Closing $250,000 500,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 75,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five The latter of (5i) two (2) trading days following the date upon which notice is given pursuant to Section 3.2(b3.1(c), subject and (ii) the first business day following receipt by the Investor of the additional 2,500,000 freely tradeable Common Shares to be loaned to it pursuant to the elapsing of Share Lending Agreement prior to the Cool Down Period Second Closing Date and after the First Closing Date (the Second Closing Date) Third Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility `Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Fifth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Fifteenth Closing Date) Sixteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to Five (5) trading days following the date upon which Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b3.3(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date) Nineteenth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Nineteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Nineteenth Closing Date) Twentieth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twentieth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twentieth Closing Date) Twenty-first Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-first Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-first Closing Date) Twenty- second Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to Five (5) trading days following the date upon which Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty- second Closing Date) Twenty-third Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-third Closing Date) Twenty-fourth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-fourth Closing Date) Twenty-Fifth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.3(b), subject to the elapsing of the Cool Down Period (the Twenty-Fifth Closing Date)

Appears in 1 contract

Samples: Subscription Agreement

Investment and Issuance Dates. From the date which falls forty (40) Trading Days following the date of this Agreement up to the end of the Commitment Period, subject to the satisfaction or, to the extent legally possible, waiver by the Investor of the Conditions set out in Section 3.1 with respect to the First Closing and Section 3.2 with respect to each subsequent Closing, the Corporation shall have the right, but not the obligation, to require the Investor to subscribe for a Tranche upon the Corporation submitting a written request of drawdown to the Investor (the “Drawdown Request”) . Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying the Warrants as follows: Facility / Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants Commitment Fee Debenture Closing $500,000 $500,000 (all of which shall be paid by way of set-off against the Corporation’s payment obligation with respect to the Commitment Fee). The date of this Agreement No Warrants Facility Warrants Issuance Date First Closing (First Tranche) $850,000 780,000 Subscription Amount to be paid shall be $741,000 ($40,000 of which shall be paid by way of set-off against the balance of the Corporation’s payment obligation with respect to the Transaction Expenses). First Closing Date Warrants to acquire such number of Common Shares as is equal to $1,020,000 (being 20% of the Total Commitment) Commitment of Debentures divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Warrant Second Closing (Second Tranche) $220,000 Subscription Amount to be paid shall be $209,000 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Second Closing (the Second Closing Date) No Warrants Third Closing (Third Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Third Closing (the Third Closing Date) No Warrants Fourth Closing (Fourth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Fourth Closing (the Fourth Closing Date) Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants No Warrants Fifth Closing (Fifth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Fifth Closing (the Fifth Closing Date) No Warrants Sixth Closing (Sixth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Sixth Closing (the Sixth Closing Date) No Warrants Seventh Closing (Seventh Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Seventh Closing (the Seventh Closing Date) No Warrants Eighth Closing (Eighth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Eighth Closing (the Eighth Closing Date) No Warrants Ninth Closing (Ninth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Ninth Closing (the Ninth Closing Date) No Warrants Tenth Closing (Tenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Tenth Closing (the Tenth Closing Date) No Warrants Eleventh Closing (Eleventh Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Eleventh Closing (the Eleventh Closing Date) No Warrants Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants Twelfth Closing (Twelfth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twelfth Closing (the Twelfth Closing Date) No Warrants Thirteenth Closing (Thirteenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirteenth Closing (the Thirteenth Closing Date) No Warrants Fourteenth Closing (Fourteenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Fourteenth Closing (the Fourteenth Closing Date) No Warrants Fifteenth Closing (Fifteenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Fifteenth Closing (the Fifteenth Closing Date) No Warrants Sixteenth Closing (Sixteenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Sixteenth Closing (the Sixteenth Closing Date) No Warrants Seventeenth Closing (Seventeenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Seventeenth Closing (the Seventeenth Closing Date) No Warrants Eighteenth Closing (Eighteenth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Eighteenth Closing (the Eighteenth Closing Date) No Warrants Nineteenth Closing $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants (Nineteenth Tranche) Drawdown Request with respect to the Nineteenth Closing (the Nineteenth Closing Date) No Warrants Twentieth Closing (Twentieth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twentieth Closing (the Twentieth Closing Date) No Warrants Twenty-First Closing (Twenty-First Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-First Closing (the Twenty-First Closing Date) No Warrants Twenty- Second Closing (Twenty- Second Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Second Closing (the Twenty-Second Closing Date) No Warrants Twenty-Third (Twenty- Third Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Third Closing (the Twenty-Third Closing Date) No Warrants Twenty- Fourth Closing (Twenty- Fourth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Fourth Closing (the Twenty-Fourth Closing Date) No Warrants Twenty-Fifth Closing (Twenty-Fifth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Fifth Closing (the Twenty-Fifth Closing Date) No Warrants Twenty-Sixth Closing (Twenty- Sixth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Sixth Closing (the Twenty-Sixth Closing Date) Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants No Warrants Twenty- Seventh Closing (Twenty- Seventh Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Seventh Closing (the Twenty-Seventh Closing Date) No Warrants Twenty- Eighth (Twenty- Eighth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Eight Closing (the Twenty-Eighth Closing Date) No Warrants Twenty-Ninth Closing (Twenty- Ninth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Twenty-Ninth Closing (the Twenty-Ninth Closing Date) No Warrants Thirtieth Closing (Thirtieth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirtieth Closing (the Thirtieth Closing Date) No Warrants Thirty-First Closing (Thirty-First Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-First Closing (the Thirty- First Closing Date) No Warrants Thirty- Second Closing (Thirty- Second Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Second Closing (the Thirty-Second Closing Date) No Warrants Thirty-Third Closing (Thirty-Third Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Third Closing (the Thirty- Third Closing Date) No Warrants Closings Principal Amount of Debentures Subscription Amount payable to Corporation Bank Account Issuance Date/Warrants Thirty-Fourth Closing (Thirty- Fourth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Fourth Closing (the Thirty-Fourth Closing Date) No Warrants Thirty-Fifth Closing (Thirty-Fifth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Fifth Closing (the Thirty- Fifth Closing Date) No Warrants Thirty-Sixth Closing (Thirty-Sixth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Sixth Closing (the Thirty- Sixth Closing Date) No Warrants Thirty- Seventh Closing (Thirty- Seventh Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Seventh Closing (the Thirty-Seventh Closing Date) No Warrants Thirty-Eighth Closing (Thirty- Eighth Tranche) $250,000 Subscription Amount to be paid shall be $237,500 Unless delayed in accordance with this Section 2.2, the date which falls three Trading Days following the Drawdown Request with respect to the Thirty-Eighth Closing (the Thirty-Eighth Closing Date) No Warrants The Corporation and the Investor acknowledge and agree that the date of any Closing Date can be modified upon written agreement between both parties. Notwithstanding anything to the contrary in this Agreement, from the second Tranche onwards, the Investor may at its sole discretion delay the subscription for a given Tranche in the event that the Investor’s holdings of outstanding Common Share Warrants to acquire such Shares, Debentures and Warrants, on an as converted basis, represent or more of the number of Common Shares outstanding on an undiluted basis, whether inclusive or exclusive of any subsequent Tranche to be subscribed for. In such case, the Closing of any subsequent Tranche shall be postponed to the earliest of: (i) the date chosen by the Investor; and (ii) the date on which the Investor’s holdings of Common Shares, including Common Shares issuable upon the exercise of common share purchase warrants, including the Warrants, and the conversion of outstanding Debentures, on an as is equal converted basis, inclusive of such subsequent Tranche, falls below the threshold of or such greater threshold determined by the Investor in its sole discretion. Notwithstanding any other provision hereof, the Investor shall have the right, exercisable at its sole discretion, to reduce the size of a Tranche (other than the First Tranche) by fifty percent (50%) should the average daily value traded over the trailing forty (40) Trading Days – trimmed for 10% of the Outliers – be lower than ten thousand dollars ($170,000 (being 20% 10,000). In such case, the number of Tranches shall be increased to give effect to the decrease of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Pricea Tranche, rounded down to the nearest whole Common Share Two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c) (the First Closing Date) Second Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of that the aggregate principal amount of the Debentures issued at the Second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Second Closing Date) Third Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Fifth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the Facility / Closings Principal Amount of Debentures Total Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifteenth Closing Date) Sixteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 N/A Warrants to acquire such number of Common Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date)shall remain unchanged.

Appears in 1 contract

Samples: Issuance Agreement

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Investment and Issuance Dates. Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying Warrants as follows: Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date First Closing $850,000 700,000 Warrants to acquire such number of Common Shares as is equal to $1,020,000 1,000,000 (being 20% of the Total Commitment) divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Common Share Warrants to acquire such number of Common Shares as is equal to $170,000 105,000 (being 2015% of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Price (which is the Commitment Warrant Exercise Price, in the case of the First Closing), rounded down to the nearest whole Common Share Two The latter of (i) two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c), and (ii) the first business day following receipt by the Investor of the Common Shares to be loaned to it pursuant to the Share Lending Agreement (the First Closing Date) Second Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Second Closing Date) Third Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Fifth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal Five (5) trading days following the date upon which notice is given pursuant to Section Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share 3.2(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Tenth Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Tenth Eleventh Closing Date) Eleventh Twelfth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Exercise Price, rounded down to the nearest whole Common Share (the Fifteenth Closing Date) Sixteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 200,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 30,000 (being 2015% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date) Nineteenth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Nineteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Nineteenth Closing Date) Twentieth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twentieth Closing) divided by the Facility Warrant Exercise Price, Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twentieth Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date rounded down to the nearest whole Common Share Twenty-first Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-first Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twenty-first Closing Date) Twenty- second Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twenty- second Closing Date) Twenty-third Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twenty-third Closing Date) Twenty-fourth Closing $200,000 N/A Warrants to acquire such number of Common Shares as is equal to $30,000 (being 15% of the aggregate principal amount of the Debentures issued at the Twenty-fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twenty-fourth Closing Date)

Appears in 1 contract

Samples: Subscription Agreement

Investment and Issuance Dates. Subject to the terms and conditions set forth in this Subscription Agreement, the Investor hereby agrees to purchase from the Corporation, and the Corporation hereby agrees to sell and issue to the Investor on the applicable Closing Date, the Debentures and accompanying Warrants as follows: Facility / Closings Principal Amount of Debentures Commitment Warrants (after giving effect to the Consolidation) Facility Warrants (after giving effect to the Consolidation) Issuance Date First Closing (excluding the Debentures represented by the Commitment Note, which is addressed in Section 2.4 below) $850,000 550,000 Warrants to acquire such number of Common Shares as is equal to $1,020,000 840,000 (being 2015% of the Total Commitment) divided by the Commitment Warrant Exercise Price, rounded down to the nearest whole Common Share Warrants to acquire such number of Common Shares as is equal to $170,000 137,500 (being 2025% of the aggregate principal amount of the Debentures issued at the First Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Two (2) trading days following the date upon which notice is given pursuant to Section 3.1(c3.1(d) (the First Closing Date) Second Closing $250,000 550,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 137,500 (being 2025% of the aggregate principal amount Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), Facility / Closings Principal Amount of Debentures Commitment Warrants (after giving effect to the Consolidation) Facility Warrants (after giving effect to the Consolidation) Issuance Date of the Debentures issued at the Second Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Second Closing Date) Third Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Third Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Third Closing Date) Fourth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Fourth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourth Closing Date) Fifth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Fifth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifth Closing Date) Sixth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date at the Sixth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share elapsing of the Cool Down Period (the Sixth Closing Date) Seventh Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Seventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventh Closing Date) Eighth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants (after giving effect to the Consolidation) (after giving effect to the Consolidation) Issuance Date as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Eighth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighth Closing Date) Ninth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Ninth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Ninth Closing Date) Tenth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Tenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Tenth Closing Date) Eleventh Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Eleventh Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eleventh Closing Date) Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date nearest whole Common Share Twelfth Closing $250,000 450,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 112,500 (being 2025% of the aggregate principal amount of the Debentures issued at the Twelfth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Twelfth Closing Date) Thirteenth Closing $250,000 N/A Upon issuance, the Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of will be detached from the aggregate principal amount of the Debentures issued at the Thirteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Thirteenth Closing Date) Fourteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fourteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fourteenth Closing Date) Fifteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Fifteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Fifteenth Closing Date) Sixteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Sixteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Sixteenth Closing Date) Seventeenth Closing $250,000 N/A Warrants to acquire such number of Common Five (5) trading days following the date Facility / Closings Principal Amount of Debentures Commitment Warrants Facility Warrants Issuance Date Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Seventeenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Seventeenth Closing Date) Eighteenth Closing $250,000 N/A Warrants to acquire such number of Common Shares as is equal to $50,000 (being 20% of the aggregate principal amount of the Debentures issued at the Eighteenth Closing) divided by the Facility Warrant Exercise Price, rounded down to the nearest whole Common Share Five (5) trading days following the date upon which notice is given pursuant to Section 3.2(b), subject to the elapsing of the Cool Down Period (the Eighteenth Closing Date)Debentures.

Appears in 1 contract

Samples: Subscription Agreement

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