per Warrant Share Sample Clauses

per Warrant Share. The Warrant Price and the number of Warrant Shares which the Warrantholder is entitled to purchase is subject to adjustment upon the occurrence of the contingencies set forth in Section 3 of this Warrant, and as adjusted from time to time, such purchase price is hereinafter referred to as the "Warrant Price." This Warrant is subject to the following terms and conditions:

per Warrant Share. The Warrants will be issued pursuant a warrant indenture to be dated the Closing Date between the Company and Computershare Trust Company of Canada, as warrant agent, providing for the creation and issuance of the Warrants (the “Warrant Indenture”). The Units will immediately separate into Unit Shares and Warrants upon closing of the offering. Based on the foregoing, and subject to the terms and conditions contained in this Amended and Restated Underwriting Agreement (this “Agreement”), the Underwriters severally and not jointly, in respect of their percentages set forth in Section 9 hereof, agree to purchase from the Company, and by its acceptance hereof, the Company agrees to sell to the Underwriters, all but not less than all of the Firm Units on the Closing Date for a purchase price of US$1.60 (the “Offering Price”) per Firm Unit, being an aggregate purchase price of US$26,000,000 against delivery of such Units. This Agreement amends, restates and supersedes in its entirety the underwriting agreement dated as of the date hereof between the Underwriters and the Company. In addition, the Company proposes to grant to the Underwriters, in respect of their percentages set forth in Section 9 hereof, an option (the “Over-Allotment Option”), exercisable in whole or in part at any time up to 30 days after the Closing Date, to purchase up to an additional 2,437,500 Units (the “Additional Units”) each comprised of one common share (the “Additional Unit Shares”) and one half of a Warrant (the “Additional Warrants”) representing up to 15% of the aggregate number of Firm Units, at the Offering Price and upon the terms and conditions set forth herein for the purposes of covering over-allotments and for market stabilization purposes. The additional common shares of the Company to issuable upon the exercise of Additional Warrants are hereinafter referred to as the “Additional Warrant Shares”. The Over-Allotment Option may be exercised by the Underwriters in respect of: (i) Additional Units at the Offering Price; or (ii) Additional Unit Shares at a price of US$1.506 per Additional Unit Share; or (iii) Additional Warrants at a price of US$0.094 per Additional Warrant; or (iv) any combination of Additional Unit Shares and/or Additional Warrants so long as the aggregate number of Additional Unit Shares and Additional Warrants that may be issued under the Over-Allotment Option does not exceed 2,437,500 Additional Unit Shares and 1,218,750 Additional Warrants. The Units, inc...

per Warrant Share. The Warrants will be issued pursuant to the Warrant Indenture (as defined herein) which will be entered into by the parties thereto on the date hereof. Subject to the terms and conditions of this Agreement, the Underwriters may distribute the Subscription Receipts on a private placement basis in the Offering Jurisdictions (as defined herein), to purchasers in Canada and to or for the account or benefit of any U.S. Persons (as defined herein) or any persons in the United States (as defined herein) that are (i) Qualified Institutional Buyers (as defined herein) or, (ii) U.S. Accredited Investors (as defined herein) purchasing as Substituted Purchasers, in each case, in transactions that are exempt from or not subject to the registration requirements of the U.S. Securities Act (as defined herein) and applicable state securities laws in compliance with Schedule “A” hereto, which is incorporated into and forms a part of this Agreement, and to purchasers in certain jurisdictions agreed to by the Corporation and the Underwriters, all in a manner contemplated by this Agreement. In consideration of the Underwriters’ agreement to purchase the Subscription Receipts and in consideration of the underwriting services to be rendered by the Underwriters in connection with this Agreement, the Underwriters will receive from the Corporation: (A) a cash commission (the “Underwriters’ Commission”) equal to 7% of the gross proceeds from the sale of the Subscription Receipts sold pursuant to the Offering, with 50% of the Underwriters’ Commission being payable on the Closing Date and 50% of the Underwriters’ Commission payable on the Release Date and, the Underwriters will also be entitled to reimbursement for the reasonable expenses and fees incurred by the Underwriters including, the reasonable fees and disbursement of the Underwriters’ counsel (up to a maximum of $80,000, exclusive of disbursements and taxes, with respect to the Underwriters’ counsel), the unpaid portion of which will be payable on the Release Date (collectively, the “Underwriters’ Expenses”); and (B) such number of compensation options (each a “Compensation Option”) equal to 7% of the total number of Subscription Receipts issued pursuant to the Offering, and conditional upon the satisfaction of the Escrow Release Conditions, each such Compensation Option will be exercisable to purchase one Unit at the Issue Price per Unit, for a period of 24 months from the Release Date. The Underwriters may, in their sole di...

per Warrant Share. The Share Price and the number of Common Shares issuable upon exercise of the Warrant are subject to adjustment from time to time as provided in Section 5 hereof.

per Warrant Share. The Underwriter's Warrants will become exercisable on the first anniversary of the Closing Date and will expire on the fifth anniversary. The Underwriter's Warrants will provide for a restriction on their sale, transfer, assignment or hypothecation for a period of one year from the Closing Date except to officers of the Underwriter. The Warrant Shares to be issued upon exercise of the Underwriter's Warrants will be identical in all respects to the Shares. The Underwriter will pay to the Company on the Closing Date the purchase price of $.001 per Underwriter's Warrant (an aggregate of $54.00). The Underwriter's Warrant and form of warrant certificate shall be substantially in the form filed as Exhibit 4.3 to the Registration Statement.

per Warrant Share. The Senior Notes, the Guarantees, the Warrants and the Units are collectively referred to herein as the "Securities." 2 The Securities will be offered and sold to the Initial Purchaser without Registration under the Securities Act of 1933, as amended (the "Act"), in reliance on an exemption pursuant to Section 4(2) under the Act. In connection with the sale of the Securities, the Company has prepared an offering circular dated October 10, 1997 (the "Circular"), setting forth or including a description of the terms of the Securities, the terms of the offering of the Securities, and a description of the business of the Company and the Subsidiary Guarantors. Any references herein to the Circular shall be deemed to include all amendments and supplements thereto. The Initial Purchaser and its direct and indirect transferees of the Securities will be entitled to the benefits of the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"), pursuant to which the Company and the Subsidiary Guarantors shall agree, among other things, (i) to file a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") registering the Senior Notes or the Exchange Notes (as defined in the Registration Rights Agreement) under the Act and (ii) to execute and deliver the Securityholders' and Registration Rights Agreement, substantially in the form attached hereto as Exhibit B (the "Securityholders' Agreement" and, together with the Registration Rights Agreement, the "Rights Agreements").

per Warrant Share. The Warrant Certificate issued hereunder shall be non-cancelable and non-callable by Company.

per Warrant Share. Holdings shall give to the Depositary and to the Warrant Agent 15 days' prior written notice of the Expiration Date (as defined below) and of any other information required by the Depositary at such time, all in accordance with the procedures of the Depositary as then in effect. Each Warrant not exercised prior to 5:00 p.m., New York City time, on December 31, 2009 (the "Expiration Date") shall become void and all rights thereunder and all rights in respect thereof under this agreement shall cease as of such time. No adjustments as to dividends will be made upon exercise of the Warrants.

per Warrant Share. The shares of Common Stock issuable upon conversion of the Preferred Shares are referred to herein as the "Preferred Conversion Shares." The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares."