Common use of Restrictions on Further Issues or Sales Clause in Contracts

Restrictions on Further Issues or Sales. During the period commencing on the date of this Agreement and ending ninety (90) days following the Closing Date, the Company agrees that it will not, directly or indirectly, offer, issue, sell, grant, in any matter whatsoever, any Subordinate Voting Shares or other equity securities or other financial instruments convertible into, exchangeable for, or otherwise exercisable to acquire Subordinate Voting Shares or other equity securities of the Company, or announce any intention to do so, without the prior written consent of the Agent (such consent not to be unreasonably withheld), except, as applicable, in conjunction with: (i) the grant or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements that are in place on the date hereof; (ii) the exercise of outstanding warrants; (iii) obligations of the Company in respect of existing agreements (including, for greater certainty, conversion of the Company’s outstanding Proportionate Voting Shares); (iv) the issuance of securities by the Company in connection with acquisitions or credit facilities, in ‎each case, disclosed in the Disclosure Record on or prior to the date hereof‎; or (v) the issuance and sale of the Initial Special Warrants and Additional Securities and the issuance and sale of the Units upon the deemed exercise of the Initial Special Warrants and Additional Securities, the issuance of the Unit Shares and Warrants and the issuance of the Warrant Shares upon the exercise of the Warrants.

Appears in 1 contract

Samples: Agency Agreement (Acreage Holdings, Inc.)

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Restrictions on Further Issues or Sales. (a) During the period commencing on the date of this Agreement hereof and ending ninety (90) on the day which is 90 days following the Closing Date, the Company agrees that it will Corporation shall not, directly or indirectly, without the prior consent of Xxxxxxx, such consent not to be unreasonably withheld, issue or announce any offer, issue, sell, grant, in sale or other issuance of any matter whatsoever, any Subordinate Voting Common Shares or other equity further securities or agree to do so, save and except for (i) as contemplated by this Agreement, (ii) pursuant to the grant or exercise of stock options and other financial instruments convertible into, exchangeable for, or otherwise exercisable similar issuances pursuant to acquire Subordinate Voting Shares or the Corporation’s share incentive plan and other equity securities share compensation arrangements outstanding as of the Companydate hereof, (iii) pursuant to the exercise of warrants outstanding as at the date hereof or the Warrants and Compensation Options issued under the Offering, (iv) pursuant to share issuance obligations under existing agreements (including, without limitation, the Nanna Shares); or (v) the issue of securities in connection with property or share acquisitions in the normal course of business. (b) During the period commencing on the date hereof and ending on the day which is 90 days following the Closing Date, the officers and directors of the Corporation shall not, directly or indirectly, without the prior consent of Xxxxxxx, such consent not to be unreasonably withheld, sell or agree to sell (or announce any intention to do so, without the prior written consent of the Agent (such consent not to be unreasonably withheld), except, as applicable, in conjunction with: (i) the grant any Common Shares or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements that are in place on the date hereof; (ii) the exercise of outstanding warrants; (iii) obligations of the Company in respect of existing agreements (including, for greater certainty, conversion of the Company’s outstanding Proportionate Voting securities exchangeable or convertible into Common Shares); (iv) the issuance of securities by the Company in connection with acquisitions or credit facilities, in ‎each case, disclosed in the Disclosure Record on or prior to the date hereof‎; or (v) the issuance and sale of the Initial Special Warrants and Additional Securities and the issuance and sale of the Units upon the deemed exercise of the Initial Special Warrants and Additional Securities, the issuance of the Unit Shares and Warrants and the issuance of the Warrant Shares upon the exercise of the Warrants.

Appears in 1 contract

Samples: Underwriting Agreement (Brigus Gold Corp.)

Restrictions on Further Issues or Sales. (a) During the period commencing on the date of this Agreement hereof and ending ninety (90) on the day which is 90 days following the Closing Date, the Company agrees that it will Corporation shall not, directly or indirectly, without the prior consent of BMO, such consent not to be unreasonably withheld, issue or announce any offer, issue, sell, grant, in sale or other issuance of any matter whatsoever, any Subordinate Voting Common Shares or other equity securities or other financial instruments convertible into, exchangeable for, into or otherwise exercisable having the right to acquire Subordinate Voting Common Shares or agree to do or enter into any agreement or arrangement under which the Corporation acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or other equity securities, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agree to become bound to do so, or disclose to the public any intention to do so, save and except for (i) as contemplated by this Agreement, (ii) pursuant to the grant or exercise of stock options and other similar issuances pursuant to the Corporation’s share incentive plan and other share compensation arrangements outstanding as of the Companydate hereof, (iii) pursuant to the exercise of warrants outstanding as at the date hereof, or (iv) pursuant to share issuance obligations under existing agreements. (b) During the period commencing on the date hereof and ending on the day which is 90 days following the Closing Date, the officers and directors of the Corporation shall not, directly or indirectly, without the prior consent of BMO, such consent not to be unreasonably withheld, sell or agree to sell (or announce any intention to do so, without the prior written consent of the Agent (such consent not to be unreasonably withheld), exceptany Common Shares or securities exercisable, as applicable, in conjunction with: (i) the grant exchangeable or exercise of stock options, restricted share units and other similar issuances pursuant to the share incentive plan of the Company and other share compensation arrangements that are in place on the date hereof; (ii) the exercise of outstanding warrants; (iii) obligations of the Company in respect of existing agreements (including, for greater certainty, conversion of the Company’s outstanding Proportionate Voting convertible into Common Shares); (iv) the issuance of securities by the Company in connection with acquisitions or credit facilities, in ‎each case, disclosed in the Disclosure Record on or prior to the date hereof‎; or (v) the issuance and sale of the Initial Special Warrants and Additional Securities and the issuance and sale of the Units upon the deemed exercise of the Initial Special Warrants and Additional Securities, the issuance of the Unit Shares and Warrants and the issuance of the Warrant Shares upon the exercise of the Warrants.

Appears in 1 contract

Samples: Underwriting Agreement (Brigus Gold Corp.)

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Restrictions on Further Issues or Sales. During the period commencing 19.1 Beginning on the date of this Agreement hereof and ending ninety (90) on, and including, the date that is 90 days following after the Closing Date, Date (the Company agrees that it will not, directly or indirectly, offer, issue, sell, grant, in any matter whatsoever, any Subordinate Voting Shares or other equity securities or other financial instruments convertible into, exchangeable for, or otherwise exercisable to acquire Subordinate Voting Shares or other equity securities of the Company, or announce any intention to do so“Lock-Up Period”), without the prior written consent of BMO Capital Markets, the Agent (such consent Corporation agrees not to (i) issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position (within the meaning of Section 16 of the Exchange Act and the rules and regulations of the SEC promulgated thereunder), with respect to, any Common Shares or any other securities of the Corporation that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (ii) file or cause to become effective a prospectus in Canada or a registration statement under the U.S. Securities Act relating to the offer and sale of any Common Shares or any other securities of the Corporation that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, (iii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares or any other securities of the Corporation that are substantially similar to Common Shares, or any securities convertible into or exchangeable or exercisable for, or any warrants or other rights to purchase, the foregoing, whether any such transaction is to be unreasonably withheldsettled by delivery of Common Shares or such other securities, in cash or otherwise or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii), except, as applicablein each case, in conjunction with: for (iA) the grant or exercise filing of stock options, restricted share units and other similar issuances pursuant the Final Prospectus with respect to the share incentive plan Debentures hereunder and the registration of the Company and other share compensation arrangements that are in place on the date hereof; (ii) the exercise of outstanding warrants; (iii) obligations of the Company in respect of existing agreements (including, for greater certainty, conversion of the Company’s outstanding Proportionate Voting Shares); (iv) the issuance of securities by the Company in connection with acquisitions or credit facilities, in ‎each case, disclosed in the Disclosure Record on or prior to the date hereof‎; or (v) the issuance offer and sale of the Initial Special Warrants and Additional Securities and Debentures under the issuance and sale Registration Statement as contemplated by this Agreement, (B) issuances of the Units upon the deemed exercise of the Initial Special Warrants and Additional Securities, the issuance of the Unit Shares and Warrants and the issuance of the Warrant Common Shares upon the exercise of convertible debentures, options or warrants disclosed as outstanding in the WarrantsOffering Documents, (C) the issuance of notional units pursuant to the Corporation’s LTIP described in the Offering Documents, (D) the issuance of Common Shares pursuant to a Dividend Reinvestment Plan that may be adopted by the Corporation and (E) the registration of the offer and sale of, and the issuance of, up to [·] Common Shares in the Concurrent Offering, as described in the Offering Documents; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Corporation issues an earnings release or material news or a material event relating to the Corporation occurs; or (b) prior to the expiration of the Lock-Up Period, the Corporation announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this Section 19.1 shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs. 19.2 At or prior to the time of execution of this Agreement, the Corporation will deliver to the Underwriters the Lock-Up Agreements contemplated in Section 14.1(f).

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Power Corp)

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