Issuance of Common Shares. The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows: (a) 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 practice; (b) it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants; (c) it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and (d) it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.
Appears in 3 contracts
Samples: Warrant Indenture (Bridgeport Ventures Inc.), Warrant Indenture (Bridgeport Ventures Inc.), Warrant Indenture (Bridgeport Ventures Inc.)
Issuance of Common Shares. (1) The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. .
(2) As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:
(a) 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 practiceexistence;
(b) it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of equivalent under the requirements of the applicable securities laws of at least one of the Designated Provinces for a period provinces of not less than 24 months from the date hereof as Canada, and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants;
(c) it will use commercially reasonable efforts to maintain the listing of the its outstanding Common Shares on the TSX and ensure the Common Shares issuable upon the exercise of the Warrants will be listed and posted for a period of not less than 24 months from the date hereof; andtrading on such exchange simultaneously with or as soon as practicable following their issue;
(d) it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement;
(e) it will do, execute, acknowledge and deliver or cause to be done, executed acknowledged and delivered, all other acts, deeds and assurances as the Warrant Agent may reasonably require for better accomplishing and affecting the provisions of this Indenture;
(f) all Common Shares which are issued upon the exercise of the right to subscribe for and purchase provided for herein, upon payment of the Exercise Price, shall be fully paid and non-assessable;
(g) it will make all requisite filings in connection with the exercise of the Warrants and the issue of the Common Shares;
(h) it will duly and punctually perform and carry out all of the acts and things to be done by it as provided in this Indenture;
(i) if at any time no Registration Statement is effective under the U.S. Securities Act with respect to the issuance or resale of the Underlying Securities, it will give notice to the Warrant Agent forthwith, but in any event such notice must be sent within five Business Days, after learning that no such Registration Statement is effective. Such notice must be sent by electronic mail if possible to any securities depositary that is a registered holder; and
(j) it will use commercially reasonable efforts to maintain the Registration Statement continuously effective under the U.S. Securities Act or otherwise have an effective registration statement covering the resale of the Underlying Securities, until the Expiry Time or exercise of all Warrants (provided, however, that nothing shall prevent the Corporation’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 Corporation’s obligations under the Indenture).
Appears in 2 contracts
Samples: Warrant Indenture (Dragonwave Inc), Warrant Indenture (Dragonwave Inc)
Issuance of Common Shares. The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and Uncertificated Warrants, as applicable, and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:
(a) 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 practice;
(b) it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws to report the exercise of the right to acquire Common Shares pursuant to the Warrants;
(c) it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and
(db) it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.
Appears in 1 contract
Samples: Warrant Indenture
Issuance of Common Shares. The Warrants, when issued and countersigned as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indenture, the Corporation shall cause the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:
(a) 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 practice;
(b) it will use its commercially reasonable 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) continue to be or are listed and posted for trading on the CSE (or on another Canadian stock exchange) for a period of not less than 24 months from the date hereof;
(c) it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 twenty-four (24) months from the date hereof as and it will make all requisite filings and otherwise take all requisite steps under the Securities Laws including those filings and other steps necessary to report the exercise of the right to acquire Common Shares pursuant to the Warrants;
(c) it will use commercially reasonable efforts to maintain the listing of the Common Shares on the TSX for a period of not less than 24 months from the date hereof; and
(d) it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement;
(e) it will only engage in cannabis-related activities in Canada only in accordance with the Access to Cannabis for Medical Purposes Regulations (Canada) and all other applicable laws in Canada;
(f) it does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the non-medical cannabis market in Canada or internationally, including the United States unless and until such time as the production and sale of non- medical cannabis becomes legal under Canadian law and the applicable laws in the respective international jurisdiction;
(g) it does not and will not invest or engage (directly or indirectly) in any business or activity that is focused on serving the medical cannabis market in the United States unless and until such time as the production and sale of medical cannabis becomes legal under applicable state and federal laws in the United States;
(h) it does not and will not specifically target or derive (or reasonably expect to derive) revenues or funds from any of the prohibited activities described in Subsections 6.1(f) and (g), unless and until such time that any such activities become legal under all applicable laws in Canada, the United States and internationally, as applicable; and
(i) it will provide the Warrant Agent with reasonable prior notice if it decides to engage in any of the activities described in Subsections 6.1(f), (g) and (h), and it agrees that the Warrant Agent may, in its sole discretion, immediately terminate any contract for services between the Corporation and the Warrant Agent upon receipt of any information relating to the Corporation’s cannabis-related business activities, or as otherwise permitted under any such contract for service.
Appears in 1 contract
Samples: Warrant Indenture
Issuance of Common Shares. The Warrants, when issued and countersigned 5.2.1 As long as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions of this Indentureany Warrants remain outstanding, the Corporation shall covenants and agrees with the Warrant Agent for the benefit of the Warrant Agent and the Holders as follows:
(a) it will reserve and keep available a sufficient number of Warrant Shares for the purpose of enabling it to satisfy its obligations to issue Warrant Shares upon the exercise of the Warrants;
(b) it will cause the Common Warrant Shares and the electronic deposit or certificates representing the Warrant Shares from time to be time acquired pursuant to the valid exercise of the Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and deposited or delivered in accordance with the Warrant Certificates and the terms hereof. At , as applicable;
(c) all times prior to the Expiry Date, while any of the Warrants are outstanding, the Corporation shall reserve and there Warrant Shares which shall be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the upon exercise of the Warrants right to acquire provided for herein and in the Warrant Certificates, upon payment of the applicable Exercise Price provided for herein and in the Warrant Certificates and compliance with all of the applicable terms and conditions hereof and thereof, shall be issued as fully paid and non-assessable. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws to report the exercise of the Warrants. As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:
(a) 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 practice;
(bd) it will use commercially reasonable efforts to maintain its status as a reporting issuer (or analogous entity) not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings under the Securities Laws applicable law and stock exchange rules, including those necessary to remain a reporting issuer not in default in at least one jurisdiction of Canada and those necessary to report the exercise of the right to acquire Common Warrant Shares pursuant to Warrants, provided that the Warrantsforegoing shall not prevent or be construed to prevent or impair the Corporation from completing any merger, arrangement, reorganization, amalgamation, recapitalization, business combination or other similar transaction;
(ce) generally, it will well and truly perform and carry out all of the acts or things to be done by it as provided in this Indenture;
(f) it will use commercially reasonable efforts cause the Warrant Agent to maintain keep open the listing registers of Holders and transfers of Warrants referred to in Section 2.9 and will not take any action or omit to take any action which would have the effect of preventing the Holders from exercising any of the Common Warrants or receiving any of the Warrant Shares on the TSX for a period of not less than 24 months from the date hereofupon such exercise; and
(dg) it will promptly advise notify the Warrant Agent and the Holders in writing of any default under the terms of this AgreementWarrant Indenture which remains unrectified for more than five days following its occurrence.
Appears in 1 contract
Samples: Warrant Indenture (Dragonwave Inc)
Issuance of Common Shares. The WarrantsFURTHER RESOLVED, when issued and countersigned as herein providedthat the Company is hereby authorized to issue Common Shares upon the purchase of Purchase Shares by Lincoln Park under the Purchase Agreement, shall be valid and enforceable against the Corporation and, subject up to the provisions of this Indenture, Available Amount (as defined in the Corporation shall cause Purchase Agreement) under the Common Shares to be acquired pursuant to the valid exercise of Warrants under this Indenture Purchase Agreement and the certificates representing such Common Shares to be duly issued and delivered otherwise in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while any of the Warrants are outstandingPurchase Agreement, the Corporation shall reserve and there shall be conditionally allotted but unissued out that, upon issuance of its authorized capital that number of Common any such Purchase Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant to the exercise of the Warrants shall Purchase Agreement, such Purchase Shares will be issued as duly authorized, validly issued, fully paid and non-assessable; and FURTHER RESOLVED, that the Company shall initially reserve 1,600,000 Common Shares for issuance as Purchase Shares under the Purchase Agreement. The Corporation shall make FURTHER RESOLVED, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on behalf of the Company and to take all requisite filingssuch steps as deemed necessary or appropriate, with the advice and assistance of counsel if necessary, to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements; and FURTHER RESOLVED, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the Company, to take or cause to be taken all such further actions and to execute (including under the common seal of the Company if appropriate) and deliver or cause to be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings and to incur and pay all applicable feessuch fees and expenses as in their judgment shall be necessary, under applicable Securities Laws proper or desirable to report carry into effect the exercise purpose and intent of any and all of the Warrants. As long as foregoing resolutions, and that all actions heretofore taken by any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit officer or director of the Holders as follows:
(a) it will maintain its corporate existence Company or an Authorized Officer in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified and carry on and conduct its business confirmed in a prudent manner in accordance with industry standards and good business practice;
(b) it will use commercially reasonable efforts to maintain its status as a reporting issuer (all respects. FURTHER RESOLVED, that any director or analogous entity) not in default officer of the requirements Company or Authorized Officer be, and each of them hereby is, authorised to execute (under the common seal of the securities laws Company if appropriate) and deliver on behalf of the Designated Provinces for a period of not less than 24 months from the date hereof Company any and all agreements, instruments and other documents whatsoever, and do any and all other things whatsoever, as such director or officer or Authorized Officer shall in his absolute and it will make all requisite filings under the Securities Laws to report the exercise unfettered discretion deem or determine appropriate in connection with any of the right foregoing resolutions, the transactions contemplated thereby and any ancillary matters thereto and/or to acquire Common Shares pursuant carry out the purposes and intent thereof, such deeming or determination to be conclusively evidenced by any such execution or the Warrants;
(c) it will use commercially reasonable efforts to maintain the listing taking of any such action by such director or officer or Authorized Officer; and FURTHER RESOLVED, that any and all agreements, instruments and other documents whatsoever, and any and all actions whatsoever, heretofore or hereafter executed, delivered and/or taken by any director or officer of the Common Shares Company or Authorized Officer on behalf of the TSX for a period Company in connection with the subject matter of not less than 24 months from these resolutions be and are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company. We, ___________, Secretary of the Company, certify that the attached documents, initialed by the undersigned and attached as Annexure ‘A’ to ‘C’ respectively are true copies of the following documents of the Company and that these documents remain in full force and effect as of the date hereof; and
(d) it will promptly advise the Warrant Agent in writing of any default under the terms of this Agreement.
Appears in 1 contract
Issuance of Common Shares. (a) The WarrantsCompany hereby appoints the Transfer Agent, when issued and countersigned by its acceptance hereof the Transfer Agent hereby agrees to act, as herein provided, shall be valid and enforceable against the Corporation and, subject to the provisions transfer agent of this Indenture, the Corporation shall cause the Common Shares Stock to be acquired pursuant issued upon conversion of the Preferred Stock and exercise for the Warrants. The Company hereby irrevocably instructs the Transfer Agent to issue Common Shares upon conversion of all or any part of the valid outstanding Preferred Shares and exercise of Warrants under this Indenture and the certificates representing such Common Shares to be duly issued and delivered in accordance with the Warrant Certificates and the terms hereof. At all times prior to the Expiry Date, while or any part of the Warrants are outstandingfrom time to time upon receipt of a copy of a Conversion Notice or Subscription Form, as the Corporation shall reserve and there shall case may be. Copies of Conversion Notices or Subscription Forms may be conditionally allotted but unissued out of its authorized capital that number of Common Shares sufficient to enable the Corporation to meet its obligations hereunder. All Common Shares issued pursuant given by telephone line facsimile transmission to the exercise Transfer Agent or otherwise given to the Transfer Agent. The certificates for Preferred Shares need not be surrendered in connection with the conversion thereof by a Holder unless all of the Warrants shall be issued as fully paid and non-assessableoutstanding Preferred Shares evidenced by a particular certificate are so converted. The Corporation shall make all requisite filings, and pay all applicable fees, under applicable Securities Laws certificate for a Warrant being exercised need not be surrendered to report the Transfer Agent in connection with the exercise of the Warrants. As long as any Warrants remain outstanding the Corporation covenants to the Warrant Agent for the benefit of the Holders as follows:
(a) 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 practice;thereof.
(b) it will use commercially reasonable efforts The certificates for Common Shares issued prior to maintain its status as receipt by the Transfer Agent of an opinion of counsel, which counsel shall be reasonably acceptable to the Transfer Agent, that a reporting issuer registration statement under the 1933 Act relating to the resale of such Common Shares has been declared effective by the Securities and Exchange Commission (or analogous entitythe "SEC") shall bear the following legend: "The securities represented by this certificate have not in default of the requirements of the securities laws of the Designated Provinces for a period of not less than 24 months from the date hereof as and it will make all requisite filings been registered under the Securities Laws Act of 1933, as amended (the "Act"). The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under the Act or an opinion of counsel reasonably satisfactory in form, scope and substance to report the exercise Company that registration is not required under the Act." Once the Transfer Agent receives such opinion of counsel, thereafter (1) upon written request of the right to acquire holder of any such Common Shares pursuant and return to the Warrants;
(c) it will use commercially reasonable efforts to maintain the listing Transfer Agent of the any certificate for Common Shares on for which legend removal is sought, the TSX Transfer Agent will prepare and issue, within three Trading Days after such request and certificate are received, substitute certificates without any restrictive legend for a period of not less than 24 months from any certificates for Common Shares issued prior to the date hereof; and
the Transfer Agent receives such opinion of counsel and shall immediately remove any stop-transfer restriction against such Common Shares and (d2) it will promptly advise neither the Warrant Company nor the Transfer Agent in writing of shall place any default under the terms of this Agreement.restrictive legend or stop-transfer restriction against Common Shares
Appears in 1 contract
