Common use of Rules Regarding Calculation of Adjustment of Exercise Price Clause in Contracts

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange), mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby prior to or on the effective date or record date of such event. (d) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company. (e) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced hereby, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 5 contracts

Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement

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Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange), mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby prior to or on the effective date or record date of such event. (d) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company. (e) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced hereby, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 5 contracts

Samples: Subscription Agreement, Subscription Agreement, Subscription Agreement

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole BEE Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(c), 11 if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this BEE Warrant prior to or on the effective date or record date of such event. Any participation by the Holder in an event referred to in Section 11 is subject to the prior approval of the TSX Venture Exchange. (d) No adjustment in the Exercise Price will be made under Section 11 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company. (ef) In case the Company after the date of issuance of this BEE Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretiondiscretion and by resolution of a Disinterested Majority, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action referred to in subsections 11(b) or 11(c) and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other such action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price and number of BEE Warrant Shares purchasable upon the exercise of the BEE Warrants will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebythis BEE Warrant, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis BEE Warrant, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company covenants to and in favour of the Holder that so long as this BEE Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give event gives rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, BEE Warrants and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (kl) In any case in which this Section shall require that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateBEE Warrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional BEE Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional BEE Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional BEE Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional BEE Warrant Shares or of such other securities or property.

Appears in 2 contracts

Samples: Release Agreement (Anooraq Resources Corp), Warrant Amendment Agreement (Anooraq Resources Corp)

Rules Regarding Calculation of Adjustment of Exercise Price. For the purposes of section 2 of this Schedule "A": (a1) The adjustments provided for in Section 11 section 2 are cumulative and will, in the case of adjustments to the Exercise Price, will be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12section 3. (b2) No adjustment in the Exercise Price will be made in respect of any event described in section 2 of this Schedule "A", other than the events referred to in subsections 2(2)(c) and 2(2)(d), if the Warrant Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised the Warrants prior to or on the effective date or record date of such event. Any such participation may be subject to the prior consent of each stock exchange on which the Common Shares are listed. (3) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; providedPrice, provided however, that any adjustments adjustment which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange), mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby prior to or on the effective date or record date of such event. (d4) If at any time a question or dispute arises with respect to adjustments provided for in Section 11section 2 of this Schedule, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be by binding upon the Company Company, the Warrant Holder and shareholders of the HolderCompany. The Company will provide such auditor auditors or chartered accountant accountants with access to all necessary records of the Company. (e) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f5) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to or pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g6) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor therefore the date on which the event Special Distribution or Rights Offering is effected. (h7) As a condition precedent to the taking of any action which would require any Any adjustment to the Warrant Shares issuable Exercise Price under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets terms of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice is subject to the Holder any requisite approval of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in stock exchange upon which the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or propertyare listed.

Appears in 2 contracts

Samples: Subscription Agreement (Rio Tinto PLC), Subscription Agreement (Rio Tinto PLC)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The For the purposes of Section 5.1: (i) the adjustments provided for in Section 11 5.1 are cumulative and will, in the case of adjustments to the Exercise Price, will be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12.5.2; (bii) No no adjustment in the Exercise Price is will be required to be made unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is number of Common Shares purchasable upon exercise of a Warrant will be required unless the cumulative effect of such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, Section 5.2(a)(ii) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.adjustment; (ciii) No no adjustment in the Exercise Price will be required upon the issuance from time to time of Common Shares pursuant to any security-based compensation plan of the Corporation (including stock option plans, restricted share units plans, deferred share unit plans and share purchase plans or any dividend reinvestment plan of the Corporation, as such plans may be replaced, supplemented or further amended from time to time; (iv) no adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than of the events referred to in clause 11(cSections 5.1(b)(i) and 5.1(b)(ii), Section 5.1(c) or Section 5.1(d), if the Holder is Warrantholders are entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder they had exercised the their Warrants evidenced hereby prior to or on the effective date or record date of such event.. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange; (dv) If if at any time a question or dispute arises with respect to adjustments provided for in Section 115.1, such question or dispute will be conclusively determined determined, subject to the consent of a Recognized Stock Exchange, if required, by the auditor of the Company orCorporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the board of directors of the Company Corporation and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Corporation, the Agent, the Warrantholders and shareholders of the Holder. The Company Corporation, and such auditors or accountants will provide such auditor or chartered accountant with be given access to all necessary records of the Company.Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Agent describing such determination, and the Agent will be entitled to act and rely upon such Certificate of the Corporation; (evi) In case if the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.made; and (gvii) In in the absence of a resolution of the board of directors of the Company Corporation fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company Corporation will be deemed to have fixed as the record date therefor therefore the date on which the event Special Distribution or Rights Offering is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 2 contracts

Samples: Warrant Agreement (Kinross Gold Corp), Warrant Agreement (Kinross Gold Corp)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-hundredth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1111(c), other than the events referred to in clause subsection 11(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the independent auditor of the Company Corporation or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company Corporation and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company Corporation and the Holder. The Company Corporation will provide such auditor or chartered accountant with access to all necessary records of the CompanyCorporation. (e) In case the Company Corporation after the date of issuance of this Warrant Certificate takes any action affecting the Common Subordinate Voting Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company Corporation would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company Corporation in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company Corporation so as to provide for an adjustment on or prior to the effective date of any action by the Company Corporation affecting the Common Subordinate Voting Shares will be conclusive evidence that the board of directors of the Company Corporation has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company Corporation sets a record date to determine the holders of the Common Subordinate Voting Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Company Corporation fixing a record date for any event which would require any adjustment to the Warrants evidenced herebythis Warrant, the Company Corporation will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis Warrant, including the Exercise Price, the Company Corporation shall take any corporate action which may be necessary in order that the Company Corporation or any successor to the Company Corporation or successor to the undertaking or assets of the Company Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company Corporation covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section Sections 11 or 12 whether or not such action would give event gives rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, Warrants and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company Corporation shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date, unless giving such notice is not reasonably practicable, in which case the Corporation will give as much notice as is reasonably practicable. (k) In any case in which Section 11 shall require that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company Corporation may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateWarrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Subordinate Voting Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company Corporation will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Subordinate Voting Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Subordinate Voting Shares or other securities or property declared in favour of the holders of record of Common Subordinate Voting Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Subordinate Voting Shares or of such other securities or property.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Green Thumb Industries Inc.)

Rules Regarding Calculation of Adjustment of Exercise Price. (1) For the purposes of Section 5.01: (a) The the adjustments provided for in Section 11 5.01 are cumulative and will, in the case of adjustments to the Exercise Price, will be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12.5.02; (b) No no adjustment in the Exercise Price is will be required to be made unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is number of Common Shares purchasable upon exercise of a Warrant will be required unless the cumulative effect of such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, Section 5.02(1)(b) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.adjustment; (c) No no adjustment in the Exercise Price will be required upon the issuance from time to time of Common Shares pursuant to any stock option plan, share purchase plan or dividend reinvestment plan of the Corporation, as such plans may be replaced, supplemented or further amended from time to time; (d) no adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than of the events referred to in clause 11(cSection 5.01(1)(a), (2) or (3), if the Holder is Warrantholders are entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder they had exercised the their Warrants evidenced hereby prior to or on the effective date or record date of such event.. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange; (de) If if at any time a question or dispute arises with respect to adjustments provided for in Section 115.01, such question or dispute will be conclusively determined determined, subject to the consent of a Recognized Stock Exchange, if required, by the auditor of the Company orCorporation’s auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company Directors and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Corporation, the Warrant Agent, the Warrantholders and shareholders of the Holder. The Company Corporation; such auditors or accountants will provide such auditor or chartered accountant with be given access to all necessary records of the Company. (e) In case Corporation. If any such determination is made, the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion Corporation will deliver a certificate of the board of directors Corporation to the Warrant Agent describing such determination, and the Warrant Agent will be entitled to act and rely upon such certificate of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances.Corporation; (f) If if the Company Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.made; and (g) In in the absence of a resolution of the directors of the Company Directors fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company Corporation will be deemed to have fixed as the record date therefor the date on which the event Special Distribution or Rights Offering is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Warrant Indenture

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Common Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 1213. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1112, other than the events referred to in clause 11(cSection 12(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby represented by this Certificate prior to or on the effective date or record date of such event. Any participation by the Holder in a distribution, dividend or other event referred to in Section 12 is subject to the prior approval of any stock exchange on which the Common Shares are then listed. (d) No adjustment in the Exercise Price will be made under Section 12 in respect of (i) a Permitted Issuance; or (ii) the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 1112, such question or dispute will be conclusively determined by the auditor of the Company Corporation or, if they are the auditor is unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company Corporation and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company Corporation and the Holder. The Company Corporation will provide such auditor or firm of chartered accountant accountants with access to all necessary records of the CompanyCorporation. (ef) In case the Company Corporation after the date of issuance of the Warrants represented by this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 1112, which in the opinion of the board of directors of the Company Corporation would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company Corporation in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company Corporation so as to provide for an adjustment on or prior to the effective date of any action by the Company Corporation affecting the Common Shares will be conclusive evidence that the board of directors of the Company Corporation has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company Corporation fixing a record date for any event which would require any adjustment to the Warrants evidenced herebyrepresented by this Certificate, the Company Corporation will be deemed to have fixed as the record date therefor the date on which the event is effectedaffected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebyrepresented by this Certificate, including the Exercise Price, the Company Corporation shall take any corporate action which may be necessary in order that the Company Corporation or any successor to the Company Corporation or successor to the undertaking or assets of the Company Corporation, if necessary, have unissued and reserved in its authorized capital and in any event may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 1112, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company Corporation covenants to and in favour of the Holder that that, so long as the Warrants represented by this Warrant Certificate remains remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date or to enter into an agreement for any event referred to in Section 11 12 whether or not such action would give event gives rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, Warrants and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company Corporation shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less no later than the later of: (i) 14 days in each case prior to such applicable record date or effective date; and (ii) public disclosure of such applicable record date or effective date. (kl) In any case in which this Section shall require that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company Corporation may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateHolder, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company Corporation will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Common Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Common Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Common Shares or of such other securities or property.

Appears in 1 contract

Samples: Note Purchase Agreement (Uranerz Energy Corp.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) 11.1 The adjustments provided for in Section 11 Part 10 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12Part 11. (b) 11.2 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsectionSection 11.2, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) 11.3 No adjustment in the Exercise Price will be made in respect of any event described in Section 11Part 10, other than the events referred to in clause 11(csubsections 10.2 (c) and (d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the its Warrants evidenced hereby prior to or on the effective date or record date of such event, or if the Company makes adequate provision for the Holder to participate in such event on the same terms or with the same effect, mutatis mutandis, upon the subsequent exercise of the Warrants (the adequacy of such provisions to be determined by the Holder in its sole discretion, acting reasonably). (d) 11.4 No adjustment in the Exercise Price will be made under Part 10 in respect of the issue from time to time of Common Shares as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. 11.5 If at any time a question or dispute arises with respect to adjustments provided for in Section 11Part 10, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action the board of the directors of the Company Company, acting reasonably and in good faith, and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Company, the Holder and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records shareholders of the Company. (e) In case the Company 11.6 If, and whenever at any time after the date of issuance of this Warrant Certificate hereof, the Company takes any action affecting the Common Shares, other than action described in Section 11Part 10, which in the opinion of the board of directors of the Company Company, acting reasonably and in good faith, would materially affect the rights of the Holder, but subject to first receiving all necessary stock exchange and regulatory approvals, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretionCompany, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) 11.7 If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced hereby, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) 11.8 As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebyWarrants, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital capital, and may validly and legally issue as fully paid and non-assessable assessable, all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) 11.9 The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11Part 10, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) 11.10 The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains any Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Common Share Reorganization (other than the subdivision or not such action would consolidation of the Common Shares), which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall must be given not less than 14 fourteen (14) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Warrant Agreement (Us Geothermal Inc)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) 11.1 The adjustments provided for in Section 11 Part 10 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12Part 11. (b) 11.2 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsectionSection 11.2, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) 11.3 No adjustment in the Exercise Price or in the number of Common Shares acquirable upon the exercise of the Series D Warrants will be made in respect of any event described in Section 11Part 10, other than the events referred to in clause 11(csubsections 10.2(c) and (d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the its Series D Warrants evidenced hereby prior to or on the effective date or record date of such event, or if the Company makes adequate provision for the Holder to participate in such event on the same terms or with the same effect, mutatis mutandis, upon the subsequent exercise of the Series D Warrants (the adequacy of such provisions to be determined by the Holder in its sole discretion, acting reasonably). (d) 11.4 No adjustment in the Exercise Price will be made under Part 10 in respect of the issue from time to time of Common Shares as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. 11.5 If at any time a question or dispute arises with respect to adjustments provided for in Section 11Part 10, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action the board of the directors of the Company Company, acting reasonably and in good faith, and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Company, the Holder and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records shareholders of the Company. (e) In case the Company 11.6 If, and whenever at any time after the date of issuance of this Warrant Certificate hereof, the Company takes any action affecting the Common Shares, other than action described in Section 11Part 10, which in the opinion of the board of directors of the Company Company, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretionCompany, acting reasonably and in good faith, but subject in all cases to any necessary Exchange approval or other regulatory approval. Failure of the taking of action by the board of directors of the Company to take action so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) 11.7 If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) 11.8 In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the event Special Distribution or Rights Offering is effected. (h) 11.9 As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebySeries D Warrants, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital capital, and may validly and legally issue as fully paid and non-assessable assessable, all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) 11.10 The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11Part 10, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including both the resulting Exercise PricePrice and the resulting number of Common Shares acquirable upon the subsequent exercise of the Series D Warrants. (j) 11.11 The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains any Series D Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Common Share Reorganization (other than the subdivision or not such action would consolidation of the Common Shares), Rights Offering or Special Distribution which may give rise to an adjustment in the Exercise Price or and the resulting number and type of securities issuable Common Shares acquirable upon the subsequent exercise of the Series D Warrants, and, in each case, such notice shall must specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall must be given not less than 14 fourteen (14) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Amending Agreement (Rio Tinto PLC)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 14 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 1214. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price number of Common Shares is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1114, other than the events referred to in clause 11(cSections 14(b)(i)(A) and 14(b)(i)(B), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the these Warrants evidenced hereby prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 14 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Share Reorganization (as described in 14(b)(i)). (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 1114, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of by the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, where required, will be binding upon the Company and the Holder. The Company will provide such auditor auditors or chartered accountant accountants with access to all necessary records of the Company. (ef) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 1114, which in the opinion of the board of directors of the Company Company, in their sole discretion, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, as determined by action the board of the directors of the Company in their sole discretion, acting reasonably and in good faithCompany, but subject in all cases to the prior written consent of the TSX Venture Exchange, where required, and any necessary regulatory approval. Failure of the taking of action by the board of directors of the Company so as to provide for an adjustment pursuant to this Section 15(f) on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment pursuant to the Warrants evidenced herebythis Warrant Certificate, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment pursuant to the this Warrant Shares issuable under the Warrants evidenced herebyCertificate, including the Exercise Price, the Company shall must take any corporate action which may be reasonably necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares Common Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 1114 (other than the subdivision or consolidation of the Common Shares), forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Sections 14(a) and (b) (other than the subdivision or not such action would consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and or the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to each such applicable record date or effective date. (kl) In any case that an adjustment pursuant to Section 11 14 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, ; provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s 's right to receive such additional Warrant Common Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Common Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise of the Warrants or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Common Shares or of such other securities or property.

Appears in 1 contract

Samples: Commitment Letter (Premium Nickel Resources Ltd.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) Back to Contents 11.1 The adjustments provided for in Section 11 Part 10 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12Part 11. (b) 11.2 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsectionSection 11.2, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) 11.3 No adjustment in the Exercise Price (or in the number of Common Shares acquirable upon the exercise of the Series B Warrants pursuant to Section 10.13) will be made in respect of any event described in Section 11Part 10, other than the events referred to in clause 11(csubsections 10(2)(c) and (d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the its Series B Warrants evidenced hereby prior to or on the effective date or record date of such event, or if the Company makes adequate provision for the Holder to participate in such event on the same terms or with the same effect, mutatis mutandis, upon the subsequent exercise of the Series B Warrants (the adequacy of such provisions to be determined by the Holder in its sole discretion, acting reasonably). (d) 11.4 No adjustment in the Exercise Price will be made under Part 10 in respect of the issue from time to time of Common Shares as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. 11.5 If at any time a question or dispute arises with respect to adjustments provided for in Section 11Part 10, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action the board of the directors of the Company Company, acting reasonably and in good faith, and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Company, the Holder and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records shareholders of the Company. (e) In case the Company 11.6 If, and whenever at any time after the date of issuance of this Warrant Certificate hereof, the Company takes any action affecting the Common Shares, other than action described in Section 11Part 10, which in the opinion of the board of directors of the Company Company, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretionCompany, acting reasonably and in good faith, but subject in all cases to any necessary Exchange approval or other regulatory approval. Failure of the taking of action by the board of directors of the Company to take action so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) 11.7 If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such Back to Contents dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) 11.8 In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the event Special Distribution or Rights Offering is effected. (h) 11.9 As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebySeries B Warrants, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital capital, and may validly and legally issue as fully paid and non-assessable assessable, all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) 11.10 The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11Part 10, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) 11.11 The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains any Series B Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Common Share Reorganization (other than the subdivision or not such action would consolidation of the Common Shares), Rights Offering or Special Distribution which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall must be given not less than 14 fourteen (14) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Private Placement Agreement (Rio Tinto PLC)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The For the purposes of Section 5.1: (i) the adjustments provided for in Section 11 5.1 are cumulative and will, in the case of adjustments to the Exercise Price, will be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12.5.2; (bii) No no adjustment in the Exercise Price is will be required to be made unless the cumulative effect of such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is number of Common Shares purchasable upon exercise of a Warrant will be required unless the cumulative effect of such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, Section 5.2(a)(ii) would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments.adjustment; (ciii) No no adjustment in the Exercise Price will be required upon the issuance from time to time of Common Shares pursuant to any security-based compensation plan of the Corporation (including stock option plans, restricted share units plans, deferred share unit plans and share purchase plans or any dividend reinvestment plan of the Corporation, as such plans may be replaced, supplemented or further amended from time to time; (iv) no adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than of the events referred to in clause 11(cSections 5.1(b)(i) and 5.1(b)(ii), Section 5.1(c) or Section 5.1(d), if the Holder is Warrantholders are entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder they had exercised the their Warrants evidenced hereby prior to or on the effective date or record date of such event.. Any such participation will be subject to any required prior consent of a Recognized Stock Exchange; (dv) If if at any time a question or dispute arises with respect to adjustments provided for in Section 115.1, such question or dispute will be conclusively determined determined, subject to the consent of a Recognized Stock Exchange, if required, by the auditor of the Company orCorporation's auditors, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the board of directors of the Company Corporation and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Corporation, the Agent, the Warrantholders and shareholders of the Holder. The Company Corporation, and such auditors or accountants will provide such auditor or chartered accountant with be given access to all necessary records of the Company.Corporation. If any such determination is made, the Corporation will deliver a Certificate of the Corporation to the Agent describing such determination, and the Agent will be entitled to act and rely upon such Certificate of the Corporation; (evi) In case if the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, and thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement legally abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date.made; and (gvii) In in the absence of a resolution of the board of directors of the Company Corporation fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company Corporation will be deemed to have fixed as the record date therefor therefore the date on which the event Special Distribution or Rights Offering is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Warrant Agreement (Kinross Gold Corp)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) 13.1 The adjustments provided for in Section 11 Part 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12Part 13. (b) 13.2 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsectionSection 13.2, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) 13.3 No adjustment in the Exercise Price (or in the number of Common Shares acquirable upon the exercise of the Warrants pursuant to Section 12.13) will be made in respect of any event described in Section 11Part 12, other than the events referred to in clause 11(csubsections 12.2(c) and (d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the its Warrants evidenced hereby prior to or on the effective date or record date of such event, or if the Company makes adequate provision for the Holder to participate in such event on the same terms or with the same effect, mutatis mutandis, upon the subsequent exercise of the Warrants (the adequacy of such provisions to be determined by the Holder in its sole discretion, acting reasonably). (d) 13.4 No adjustment in the Exercise Price will be made under Part 12 in respect of the issue from time to time of Common Shares as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. 13.5 If at any time a question or dispute arises with respect to adjustments provided for in Section 11Part 12, such question or dispute will be conclusively determined by a firm of chartered accountants, who may be the auditor auditors of the Company orCompany, if they are unable or unwilling to act, appointed by such other firm the board of independent chartered accountants as may be selected by action of the directors of the Company Company, in its sole discretion, acting reasonably and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holderin good faith. The Company will provide such auditor or chartered accountant with Such accountants shall have access to all necessary records of the Company and such determination will be binding upon the Company, the Holder and the shareholders of the Company. (e) In case the Company 13.6 If, and whenever at any time after the date of issuance of this Warrant Certificate hereof, the Company takes any action affecting the Common Shares, other than action described in Section 11Part 12, which in the opinion of the board of directors of the Company Company, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretionCompany, acting reasonably and in good faith, but subject in all cases to any necessary Exchange approval or other regulatory approval. Failure of the taking of action by the board of directors of the Company to take action so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) 13.7 If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) 13.8 In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the event Special Distribution or Rights Offering is effected. (h) 13.9 As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebyWarrants, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital capital, and may validly and legally issue as fully paid and non-assessable assessable, all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) 13.10 The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11Part 12 hereof, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) 13.11 The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains any Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Common Share Reorganization (other than the subdivision or not such action would consolidation of the Common Shares), Rights Offering or Special Distribution which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall must be given not less than 14 fourteen (14) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Secured Note Amending Agreement (Alderon Iron Ore Corp.)

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Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 13 are cumulative and will, in the case of adjustments any adjustment to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 1214. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1113, other than the events referred to in clause 11(csubsections 13(a)(ii) and (iii), if the Holder is entitled to participate in such event, or is entitled to participate within 45 days from the record date or effective date, as the case may be, of the event described in Section 13 or a comparable event, on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby prior to or on the effective date or record date of such event, such participation being subject to the prior consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required. (d) No adjustment in the Exercise Price will be made under Section 13 in respect of the issue from time to time of Shares as dividends paid in the ordinary course to holders of Shares who exercise an option or election to receive substantially equivalent dividends in Shares in lieu of receiving a cash dividend and any such event will be deemed not to be a Share Reorganization or any other event described in Section 13. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 1113, such question or dispute will be conclusively determined by the auditor auditors of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the board of directors of the Company and any such determination, subject to regulatory approval and absent manifest errorwhere required, will be binding upon the Company Company, the Holder and the Holdershareholders of the Company, but subject in all cases to the prior written consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required, and any other necessary regulatory approval. The Company will provide such auditor auditors or chartered accountant accountants with access to all necessary records of the Company. (ef) In case If and whenever at any time after the Issuance Date and prior to the Expiry Time, the Company after the date of issuance of this Warrant Certificate takes any action affecting or relating to the Common Shares, other than any action described in Section 1113, which in the opinion of the board of directors of the Company would materially affect have a material adverse effect on the rights of the Holder, the Exercise Price will be adjusted by action of the board of directors of the Company in such manner, if any, and at such time, by action of time as the directors of the Company may in their sole discretion, acting reasonably and discretion determine to be equitable in good faiththe circumstances, but subject in all cases to the prior written consent of the Exchange or any other stock exchange or market on which the Shares are traded, where required, and any other necessary regulatory approval. Failure of the taking of action by the board of directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement ,abandons its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Share Reorganization, Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the event is Share Reorganization, Special Distribution or Rights Offering effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebyWarrants, including the Exercise Price, the Company shall will take any corporate action which may may, in the opinion of counsel to the Company, be necessary in order that the Company Company, or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital Company, will be obligated to and may validly and legally issue as fully paid and non-assessable all of the shares Shares or other securities which the Holder is entitled to receive on the full exercise thereof hereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 1113, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case in which Section 13 shall require that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to hereintherein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateHolder, if to the extent that any Warrants are exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other shares, securities or property issuable upon such exercise by reason of the adjustment required by such event, ; provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other shares, securities or the property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other shares, securities or property declared in favour of the holders of record of Common Shares or of such other shares, securities or property on or after the date of exercise such Warrants are exercised or such later date as the Holder would, but for the provisions of this subsection, have become the holder Holder of record of such additional Warrant Shares or of such other shares, securities or propertyproperty pursuant hereto.

Appears in 1 contract

Samples: Term Loan Facility Agreement (Banro Corp)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause subsection 11(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange), mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby prior to or on the effective date or record date of such event. (d) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company. (e) In case the Company Company, after the date of issuance of this Warrant Certificate Certificate, takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the board of directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced hereby, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced hereby, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 seven (7) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Issuance Agreement

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(c12(d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 11 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a reorganization. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor accountants of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants that is a participant of the Canadian Public Accountability Board, as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with reasonable access to all necessary relevant records of the Company. (ef) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to the prior written consent of any stock exchange upon which the Warrant Share may be listed, where required, and any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price and/or the number of Common Shares purchasable upon exercise of this Warrant will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company fixing a record date for any event which that would require any adjustment to the Warrants evidenced herebythis Warrant, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis Warrant, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately as soon as practicable after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for for, or an effective date of of, an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateWarrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the exercise date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Warrant Agreement (iANTHUS CAPITAL HOLDINGS, INC.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(cclauses 11(a)(iii) and (iv), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 11 in respect of the issue from time to time of Common Shares issuable from time to time as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of by the directors of the Company and any such determination, subject to regulatory approval and where required, absent manifest error, will be binding upon the Company Company, the Holder and shareholders of the HolderCompany. The Company will provide such auditor auditors or chartered accountant accountants with access to all necessary records of the Company. (ef) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of by the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to the prior written consent of the NEO or any other stock exchange upon which the Common Shares may be listed, if any, where required, and any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebydescribed in Section 11, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis Warrant, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether subsections 11(a), (b) or not such action would (c) (other than the subdivision or consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and or the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to each such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Agency Agreement (WonderFi Technologies Inc.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 12 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 1213. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1112, other than the events referred to in clause 11(c12(c), if the Holder Warrantholder is entitled to participate in such event (subject to TSX acceptance) on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder Warrantholder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 12 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 1112, such question or dispute will be conclusively determined by the auditor of the Company Corporation or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company Corporation and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company Corporation and the HolderWarrantholder. The Company Corporation will provide such auditor or chartered accountant with access to all necessary records of the CompanyCorporation. (ef) In case the Company Corporation after the date of issuance of this Warrant Certificate these Warrants takes any action affecting the Common Shares, other than action described in Section 1112, which in the opinion of the board of directors of the Company Corporation would materially affect the rights of the HolderWarrantholder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company Corporation in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company Corporation so as to provide for an adjustment on or prior to the effective date of any action by the Company Corporation affecting the Common Shares will be conclusive evidence that the board of directors of the Company Corporation has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company Corporation sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company Corporation fixing a record date for any event which would require any adjustment to the Warrants evidenced herebythese Warrants, the Company Corporation will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythese Warrants, including the Exercise Price, the Company Corporation shall take any corporate action which may be necessary in order that the Company Corporation or any successor to the Company Corporation or successor to the undertaking or assets of the Company Corporation have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder Warrantholder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company Corporation will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 1112, forthwith give notice to the Holder Warrantholder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company Corporation covenants to and in favour of the Holder Warrantholder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder Warrantholder of the effective date or of its intention to fix a record date for any event referred to in Section 11 12 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company Corporation shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (kl) In any case that an adjustment pursuant to Section 11 12 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company Corporation may defer, until the occurrence and consummation of such event, issuing to the Holder Warrantholder of this Warrant Certificatethese Warrants, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company Corporation will deliver to the Holder Warrantholder an appropriate instrument evidencing the HolderWarrantholder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder Warrantholder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Royalty Purchase and Sale Agreement (Sandstorm Gold LTD)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 14 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 1214. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price number of Common Shares is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Common Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 1114, other than the events referred to in clause 11(cSections 14(b)(i)(A) and 14(b)(i)(B), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the these Warrants evidenced hereby prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 14 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Share Reorganization (as described in 14(b)(i)). (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 1114, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of by the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, where required, will be binding upon the Company and the Holder. The Company will provide such auditor auditors or chartered accountant accountants with access to all necessary records of the Company. (ef) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 1114, which in the opinion of the board of directors of the Company Company, in their sole discretion, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, as determined by action the board of the directors of the Company in their sole discretion, acting reasonably and in good faithCompany, but subject in all cases to the prior written consent of the TSX Venture Exchange, where required, and any necessary regulatory approval. Failure of the taking of action by the board of directors of the Company so as to provide for an adjustment pursuant to this Section 15(f) on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any ​ ​ ​ such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment pursuant to the Warrants evidenced herebythis Warrant Certificate, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment pursuant to the this Warrant Shares issuable under the Warrants evidenced herebyCertificate, including the Exercise Price, the Company shall must take any corporate action which may be reasonably necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares Common Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 1114 (other than the subdivision or consolidation of the Common Shares), forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Sections 14(a) and (b) (other than the subdivision or not such action would consolidation of the Common Shares) which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and or the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to each such applicable record date or effective date. (kl) In any case that an adjustment pursuant to Section 11 14 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Common Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, ; provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Common Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Common Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise of the Warrants or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Common Shares or of such other securities or property.. ​ ​ ​

Appears in 1 contract

Samples: Commitment Letter (Premium Nickel Resources Ltd.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(cclauses 11(1)(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) No adjustment in the Exercise Price will be made under Section 11 in respect of the issue from time to time of Common Shares issuable from time to time as Dividends Paid in the Ordinary Course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend. (e) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records of the Company. (ef) In case the Company after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (fg) If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (gh) In the absence of a resolution of the directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebythis Warrant, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (hi) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis Warrant, including the Exercise Price, the Company shall take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (ij) The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (jk) The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether or not such action would give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date. (kl) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateWarrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Founder Warrant Agreement (Flora Growth Corp.)

Rules Regarding Calculation of Adjustment of Exercise Price. (a) The adjustments provided for in Section 11 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-hundredth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 12. (b) No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant Share; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) No adjustment in the Exercise Price will be made in respect of any event described in Section 11, other than the events referred to in clause 11(cclauses 11(1)(c), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the Warrants evidenced hereby this Warrant prior to or on the effective date or record date of such event. (d) If at any time a question or dispute arises with respect to adjustments provided for in Section 11, such question or dispute will be conclusively determined by the auditor of the Company Issuer or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action of the directors of the Company Issuer and any such determination, subject to regulatory approval and absent manifest error, will be binding upon the Company Issuer and the Holder. The Company Issuer will provide such auditor or chartered accountant with access to all necessary records of the CompanyIssuer. (e) In case the Company Issuer after the date of issuance of this Warrant Certificate takes any action affecting the Common Shares, other than action described in Section 11, which in the opinion of the board of directors of the Company Issuer would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the directors of the Company Issuer in their sole discretion, acting reasonably and in good faith, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the directors of the Company Issuer so as to provide for an adjustment on or prior to the effective date of any action by the Company Issuer affecting the Common Shares will be conclusive evidence that the board of directors of the Company Issuer has determined that it is equitable to make no adjustment in the circumstances. (f) If the Company Issuer sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) In the absence of a resolution of the directors of the Company Issuer fixing a record date for any event which would require any adjustment to the Warrants evidenced herebythis Warrant, the Company Issuer will be deemed to have fixed as the record date therefor the date on which the event is effected. (h) As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebythis Warrant, including the Exercise Price, the Company Issuer shall take any corporate action which may be necessary in order that the Company Issuer or any successor to the Company Issuer or successor to the undertaking or assets of the Company Issuer have unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares Shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) The Company Issuer will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) The Company Issuer covenants to and in favour of the Holder that so long as this Warrant Certificate remains outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section Sections 11 or 12 whether or not such action would give event gives rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the Warrants, Warrants and, in each case, such notice shall specify the particulars of such event and the record date and the effective date for such event; provided that the Company Issuer shall only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall be given not less than 14 days in each case prior to such applicable record date or effective date, unless giving such notice is not reasonably practicable, in which case the Issuer will give as much notice as is reasonably practicable. (k) In any case in which Section 11 shall require that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company Issuer may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant CertificateWarrant, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company Issuer will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise Exercise Date or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property. (l) The Holder of this Warrant provides ongoing consent to the Issuer to, at any time: (i)lower the exercise price of extend the term of the Holder’s Warrants, or both; and (ii)extend the term or lower the exercise price of warrants issued to other subscribers of securities in the Issuer.

Appears in 1 contract

Samples: Share Purchase Agreement

Rules Regarding Calculation of Adjustment of Exercise Price. (a) 11.1 The adjustments provided for in Section 11 Part 10 are cumulative and will, in the case of adjustments to the Exercise Price, be computed to the nearest whole Warrant Share one-tenth of one cent and will be made successively whenever an event referred to therein occurs, subject to the following subsections provisions of this Section 12Part 11. (b) 11.2 No adjustment in the Exercise Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment in the Exercise Price is required unless such adjustment would result in a change of at least one one-hundredth of a Warrant SharePrice; provided, however, that any adjustments which, except for the provisions of this subsectionSection 11.2, would otherwise have been required to be made, will be carried forward and taken into account in any subsequent adjustments. (c) 11.3 No adjustment in the Exercise Price (or in the number of Common Shares acquirable upon the exercise of the Series A Warrants pursuant to Section 10.13) will be made in respect of any event described in Section 11Part 10, other than the events referred to in clause 11(csubsections 10(2)(c) and (d), if the Holder is entitled to participate in such event on the same terms (subject to the consent of the CSE or such other stock exchange on which the Company’s securities are listed as long as the Common Shares are listed on the CSE or such other stock exchange and the consent of the CSE or such other stock exchange is required to comply with the rules and/or policies of the CSE or such other stock exchange)terms, mutatis mutandis, as if the Holder had exercised the its Series A Warrants evidenced hereby prior to or on the effective date or record date of such event, or if the Company makes adequate provision for the Holder to participate in such event on the same terms or with the same effect, mutatis mutandis, upon the subsequent exercise of the Series A Warrants (the adequacy of such provisions to be determined by the Holder in its sole discretion, acting reasonably). (d) 11.4 No adjustment in the Exercise Price will be made under Part 10 in respect of the issue from time to time of Common Shares as dividends paid in the ordinary course to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend, and any such issue will be deemed not to be a Common Share Reorganization. 11.5 If at any time a question or dispute arises with respect to adjustments provided for in Section 11Part 10, such question or dispute will be conclusively determined by the auditor auditors of the Company or, or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by action the board of the directors of the Company Company, acting reasonably and in good faith, and any such determination, subject to regulatory approval and absent manifest error, determination will be binding upon the Company Company, the Holder and the Holder. The Company will provide such auditor or chartered accountant with access to all necessary records shareholders of the Company. (e) In case the Company 11.6 If, and whenever at any time after the date of issuance of this Warrant Certificate hereof, the Company takes any action affecting the Common Shares, other than action described in Section 11Part 10, which in the opinion of the board of directors of the Company Company, acting reasonably and in good faith, would materially affect the rights of the Holder, the Exercise Price will be adjusted in such manner, if any, and at such time, by action of the board of directors of the Company in their sole discretionCompany, acting reasonably and in good faith, but subject in all cases to any necessary Exchange approval or other regulatory approval. Failure of the taking of action by the board of directors of the Company to take action so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares will be conclusive evidence that the board of directors of the Company has determined that it is equitable to make no adjustment in the circumstances. (f) 11.7 If the Company sets a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or sets a record date to take any other action and, thereafter and before the distribution to such shareholders of any such dividend or distribution or the taking of any other action, decides not to implement its plan to pay or deliver such dividend or distribution or take such other action, then no adjustment in the Exercise Price will be required by reason of the setting of such record date. (g) 11.8 In the absence of a resolution of the board of directors of the Company fixing a record date for any event which would require any adjustment to the Warrants evidenced herebya Special Distribution or Rights Offering, the Company will be deemed to have fixed as the record date therefor the date on which the event Special Distribution or Rights Offering is effected. (h) 11.9 As a condition precedent to the taking of any action which would require any adjustment to the Warrant Shares issuable under the Warrants evidenced herebySeries A Warrants, including the Exercise Price, the Company shall must take any corporate action which may be necessary in order that the Company or any successor to the Company or successor to the undertaking or assets of the Company have unissued and reserved in its authorized capital Back to Contents capital, and may validly and legally issue as fully paid and non-assessable assessable, all the shares or other securities which the Holder is entitled to receive on the full exercise thereof in accordance with the provisions hereof. (i) 11.10 The Company will from time to time, immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 11Part 10, forthwith give notice to the Holder specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Exercise Price. (j) 11.11 The Company covenants to and in favour of the Holder that so long as this Warrant Certificate remains any Series A Warrants remain outstanding, it will give notice to the Holder of the effective date or of its intention to fix a record date for any event referred to in Section 11 whether Common Share Reorganization (other than the subdivision or not such action would consolidation of the Common Shares), Rights Offering or Special Distribution which may give rise to an adjustment in the Exercise Price or the number and type of securities issuable upon the exercise of the WarrantsPrice, and, in each case, such notice shall must specify the particulars of such event and the record date and the effective date for such event; provided that the Company shall is only be required to specify in such notice such particulars of such event as have been fixed and determined on the date on which such notice is given. Such notice shall must be given not less than 14 fourteen (14) days in each case prior to such applicable record date or effective date. (k) In any case that an adjustment pursuant to Section 11 shall become effective immediately after a record date for or an effective date of an event referred to herein, the Company may defer, until the occurrence and consummation of such event, issuing to the Holder of this Warrant Certificate, if exercised after such record date or effective date and before the occurrence and consummation of such event, the additional Warrant Shares or other securities or property issuable upon such exercise by reason of the adjustment required by such event, provided, however, that the Company will deliver to the Holder an appropriate instrument evidencing the Holder’s right to receive such additional Warrant Shares or other securities or property upon the occurrence and consummation of such event and the right to receive any dividend or other distribution in respect of such additional Warrant Shares or other securities or property declared in favour of the holders of record of Common Shares or of such other securities or property on or after the date of exercise or such later date as the Holder would, but for the provisions of this subsection, have become the holder of record of such additional Warrant Shares or of such other securities or property.

Appears in 1 contract

Samples: Private Placement Agreement (Rio Tinto PLC)

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