Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof. (a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur. (b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereof). (c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event. (d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof. (e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below. (f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date. (g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event: (i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and (ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants. (h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected. (i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MedMen Enterprises, Inc.), Securities Purchase Agreement (MedMen Enterprises, Inc.), Securities Purchase Agreement (MedMen Enterprises, Inc.)
Rules. The Subject to Section 7(d), the following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.this Section 7:
(ai) Subject to the following provisions sections of this Subsection 5.1(3Section 7(c), any adjustment made pursuant to Subsection 5.1(2) hereof Section 7 shall be made successively whenever an event referred to therein shall occur.
(bii) No adjustment in the Exercise Conversion Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Conversion Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bsubsection (ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofSection 7, no adjustment of the Exercise Conversion Price shall be made which would result in an increase in the Exercise Conversion Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company Borrower Parent shall take any action affecting the Common Shares, other than an action or event described in Subsection 5.1(2) hereofSection 7, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Conversion Price and the number of Shares purchasable upon exercise of the Warrants shall shall, subject to any necessary regulatory approval, be adjusted in such manner, if any, manner and at such time, by action of time as the directors, in their sole discretion, as directors may determine to be equitable in the circumstances; provided, however, provided that any no such adjustment action shall be subject to taken unless and until the approval Holder has been provided with notice of such proposed action and the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 belowconsequences thereof.
(fiv) If the Company shall set Borrower Parent sets a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Conversion Price or the number of Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.
(gv) No adjustment in the Conversion Price shall be made in respect of any event described in Section 7 if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had converted the Note prior to or on the record date or effective date, as the case may be, of such event. Any such participation by the Holder is subject to regulatory approval.
(vi) In any case in which this Warrant Certificate Note shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) Section 7 hereof, the Company Borrower Parent may defer, until the occurrence of such event:
(iA) issuing to the Holder, to the extent that the Warrants are exercised Note is converted after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
(iiB) delivering to the Holder any distribution declared with respect to such additional Common Shares after such record date and before such event; provided, however, that the Company shall Borrower Parent hall deliver to the Holder an appropriate instrument evidencing the right of the Holder, Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Conversion Price and or the number of Common Shares purchasable upon the exercise conversion of the Warrants Note and to such distribution declared with respect to any such additional Common Shares issuable on this exercise the conversion of the WarrantsNote.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 2 contracts
Samples: Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.), Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.)
Rules. The Subject to Section 7(d), the following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.this Section 7:
(ai) Subject to the following provisions sections of this Subsection 5.1(3Section 7(c), any adjustment made pursuant to Subsection 5.1(2) hereof Section 7 shall be made successively whenever an event referred to therein shall occur.
(bii) No adjustment in the Exercise Conversion Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Conversion Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bsubsection (ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofSection 7, no adjustment of the Exercise Conversion Price shall be made which would result in an increase in the Exercise Conversion Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company Borrower shall take any action affecting the Common Shares, other than an action or event described in Subsection 5.1(2) hereofSection 7, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Conversion Price and the number of Shares purchasable upon exercise of the Warrants shall shall, subject to any necessary regulatory approval, be adjusted in such manner, if any, manner and at such time, by action of time as the directors, in their sole discretion, as directors may determine to be equitable in the circumstances; provided, however, provided that any no such adjustment action shall be subject to taken unless and until the approval Holder has been provided with notice of such proposed action and the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 belowconsequences thereof.
(fiv) If the Company shall set Borrower sets a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Conversion Price or the number of Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.
(gv) No adjustment in the Conversion Price shall be made in respect of any event described in Section 7 if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had converted the Note prior to or on the record date or effective date, as the case may be, of such event. Any such participation by the Holder is subject to regulatory approval.
(vi) In any case in which this Warrant Certificate Note shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) Section 7 hereof, the Company Borrower may defer, until the occurrence of such event:
(iA) issuing to the Holder, to the extent that the Warrants are exercised Note is converted after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
(iiB) delivering to the Holder any distribution declared with respect to such additional Common Shares after such record date and before such event; provided, however, that the Company Borrower shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, Holder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Conversion Price and or the number of Common Shares purchasable upon the exercise conversion of the Warrants Note and to such distribution declared with respect to any such additional Common Shares issuable on this exercise the conversion of the WarrantsNote.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 2 contracts
Samples: Intellectual Property Purchase and Sale Agreement (Biologix Hair Inc.), Convertible Grid Promissory Note (American Lithium Minerals, Inc.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 5(b) hereof.of this Warrant Certificate:
(ai) Subject to the following provisions clauses of this Subsection 5.1(3subsection 5(c), any adjustment made pursuant to Subsection 5.1(2subsection 5(b) hereof shall be made successively whenever an event referred to therein shall occur.
(bii) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable upon the exercise of the Warrants unless it would result in a change of at least one one- hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 5(c)(ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 5(b) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(iv) subclause 5(b)(i)D hereof or a Capital Reorganization described in Subsection 5.1(2)(d) subclause 5(b)(iv)A hereof).
(ciii) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 section 5 hereof (except for Common Share Reorganizations described in subclauses 5(b)(i)C or 5(b)(i)D hereof) if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(div) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate the Warrants shall be made pursuant to Subsection 5.1(2subsection 5(b) hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2subsection 5(b) hereof.
(ev) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action or event described in Subsection 5.1(2subsection 5(b) hereof, which in the opinion of the directors of the Corporation would have a material adverse effect upon the rights of the HolderWarrantholders, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, manner and at such time, time by action by the directors of the directorsCorporation, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange Toronto Stock Exchange and the NYSE MKT (if the Common Shares are then listed on such stock exchangeexchanges) and any other required regulatory approvals. Failure of the taking of action by the directors of the 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 shall be deemed to be conclusive evidence that the directors of the Corporation have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(fvi) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants shall be required by reason of the setting of such record date.
(gvii) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 5(b) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) A. issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii) and B. delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event; provided, however, that the Company Corporation shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this upon the exercise of the Warrants.
(h) . In the absence of a resolution of the directors of the Corporation fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(iviii) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5(b) hereof and shall be binding upon the Corporation and the Warrantholder.
(ix) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 5(b) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Klondex Mines LTD), Membership Interest Purchase Agreement (Klondex Mines LTD)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereofof this Warrant.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d5.1(2)(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries subsidiary of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants this Warrant shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are this Warrant is exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants this Warrant and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrantsthis Warrant.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(i) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Shares purchasable upon the exercise of this Warrant, such disputes shall be conclusively determined by a firm of independent chartered accountants mutually acceptable to the Company and the Holder other than the auditors of the Company and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Subsection 5.1(2) hereof and shall be binding upon the Company and the Holder.
(j) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 2 contracts
Samples: Securities Purchase Agreement (4Front Ventures Corp.), Securities Purchase Agreement
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) For the purposes of subsection 2.2 hereof.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur., subject to the following provisions:
(a) subject to subsection 2.3(b), as to any fraction of a Common Share which the Holder would otherwise be entitled upon the occurrence of the adjustment(s) described above, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the then applicable Exercise Price or round up to the next whole share;
(b) No no adjustment in the to an Exercise Price shall be required unless such adjustment would result in a change of at least one per cent 1% in the then prevailing Exercise Price; providedPrice and no adjustment in the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Warrant Shares by at least one Warrant Share and, howeverfor greater clarity, that any adjustments which adjustment which, except for the provision qualification of this Subsection 5.1(3)(b) section, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that in no event shall the Company be obligated to issue fractional Warrant Shares or fractional interests in Warrant Shares upon exercise of a Warrant;
(c) if a dispute shall at any time arise with respect to adjustments to the Exercise Price or the number of Warrant Shares purchasable pursuant to the exercise rights represented by a Warrant, such adjustment disputes shall be subject conclusively determined by the Company’s auditors or, if they are unable or unwilling to the approval act, by such other firm of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of independent chartered accountants as may be selected by action by the directors so as to provide for an adjustment on or prior to the effective date of and any action by the Company affecting the Shares will such determination, shall be conclusive evidence that of the directors have determined that it is equitable to make no adjustment under the circumstances; provided that correctness of any such failure shall be subject to Section 5.2 below.adjustments made;
(fd) If if the Company shall set a record date to determine the holders of its Common Shares for the purpose of entitling such holders them to receive any dividend or distribution or any subscription or purchase rights rights, options or warrants and shall, shall thereafter and before the distribution to such holders shareholders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Warrant Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.; and
(ge) In in any case in which this Warrant Certificate shall require requires that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) subsection 2.2 hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Warrant Shares after such record date and before such event; provided, however, that the Company shall deliver delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and and/or the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the WarrantsWarrant Shares.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereofof this Warrant.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d5.1(2)(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries subsidiary of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants this Warrant shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Secured Debenture Purchase Agreement (iANTHUS CAPITAL HOLDINGS, INC.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) subsection 5.2 hereof.
(a) Subject to the following provisions of this Subsection 5.1(3)subsection 5.3, any adjustment made pursuant to Subsection 5.1(2) subsection 5.2 hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of this Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 5.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) subsection 5.2 hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 5.2(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 5.2(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 section 5 hereof if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) subsection 5.2 hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) subsection 5.2 hereof.
(e) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2) subsection 5.2 hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholder, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants this Warrant shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Loan Agreement (Body & Mind Inc.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 5(2) hereof.of this Warrant Certificate:
(a) Subject to the following provisions clauses of this Subsection 5.1(3subsection 5(3), any adjustment made pursuant to Subsection 5.1(2subsection 5(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable upon the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 5(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 5(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 5(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 5(2)(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 section 5 hereof if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate the Warrants shall be made pursuant to Subsection 5.1(2subsection 5(2) hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2subsection 5(2) hereof.
(e) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action or event described in Subsection 5.1(2subsection 5(2) hereof, which in the opinion of the directors of the Corporation would have a material adverse effect upon the rights of the HolderWarrantholders, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, manner and at such time, time by action by the directors of the directorsCorporation, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange Toronto Stock Exchange (if the Common Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors of the 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 shall be deemed to be conclusive evidence that the directors of the Corporation have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 5(2) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event; provided, however, that the Company Corporation shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this upon the exercise of the Warrants.
(h) In the absence of a resolution of the directors of the Corporation fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(i) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of the Corporation and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5(2) hereof and shall be binding upon the Corporation and the Warrantholder.
(j) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 5(2) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Senior Secured Facility Agreement (Klondex Mines LTD)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) For the purposes of subsection 2.2 hereof.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur., subject to the following provisions:
(a) all calculations shall be rounded down to the nearest Common Share;
(b) No no adjustment in the to an Exercise Price shall be required unless such adjustment would result in a change of at least one per cent 1% in the then prevailing Exercise Price; providedPrice and no adjustment in the number of Warrant Shares will be required to be made unless the cumulative effect of such adjustment or adjustments would change the number of Warrant Shares by at least one Warrant Share and, howeverfor greater clarity, that any adjustments which adjustment which, except for the provision qualification of this Subsection 5.1(3)(b) section, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that in no event shall the Company be obligated to issue fractional Warrant Shares or fractional interests in Warrant Shares upon exercise of a Warrant or pay any amount in cash in lieu of issuing fractional Warrant Shares;
(c) if a dispute shall at any time arise with respect to adjustments to the Exercise Price or the number of Warrant Shares purchasable pursuant to the exercise rights represented by a Warrant, such adjustment disputes shall be subject conclusively determined by the Company’s auditors or, if they are unable or unwilling to the approval act, by such other firm of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of independent chartered accountants as may be selected by action by the directors so as to provide for an adjustment on or prior to the effective date of and any action by the Company affecting the Shares will such determination, shall be conclusive evidence that of the directors have determined that it is equitable to make no adjustment under the circumstances; provided that correctness of any such failure shall be subject to Section 5.2 below.adjustments made;
(fd) If if the Company shall set a record date to determine the holders of its Common Shares for the purpose of entitling such holders them to receive any dividend or distribution or any subscription or purchase rights rights, options or warrants and shall, shall thereafter and before the distribution to such holders shareholders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Warrant Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.; and
(ge) In in any case in which this Warrant Certificate shall require requires that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) subsection 2.2 hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Warrant Shares after such record date and before such event; provided, however, that the Company shall deliver delivers to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and and/or the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the WarrantsWarrant Shares.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.this Article 4:
(a) Subject to the following provisions of this Subsection 5.1(3)Section 4.3, any adjustment is made pursuant to Subsection 5.1(2) Section 4.2 hereof are cumulative and shall, in the case of adjustments to the Exercise Price be calculated to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such the adjustment would result in a change of at least one per cent in the Exercise Price then Exercise Pricein effect and no adjustment shall be made in the number of Warrant Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision provisions of this Subsection 5.1(3)(bSection 4.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofSection 4.2, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Warrant Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) If at any time during the Adjustment Period the Company shall take any action affecting the Common Shares, other than an action or an event described in Section 4.2, which would have a material adverse effect upon the rights of Warrantholders, the Exercise Price and/or the number of Warrant Shares issuable upon the exercise of the Warrants shall be adjusted in such manner and at such time as the Directors may determine to be equitable in the circumstances, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the Directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the Directors have determined that it is equitable to make no adjustment in the circumstances.
(d) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon on the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof this Article 4 if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set sets a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Warrant Shares purchasable upon the exercise of the Warrants shall be required by reason of the setting of such record date.
(f) In the absence of a resolution of the Directors fixing a record date for a Special Distribution or Rights Offering, the Company shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(g) No adjustment in the Exercise Price shall be made pursuant to Section 4.2 in respect of the issue from time to time:
(i) of Warrant Shares purchasable on exercise of the Warrants;
(ii) of a Dividend 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws;
(iii) for greater certainty, of Common Shares pursuant to any stock options or stock option plans or stock purchase plans or other benefit plans in force at the date hereof for Directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws, and such other benefit plans as may be adopted by the Company in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws, and any such issue shall be deemed not to be a Common Share Reorganization or a Capital Reorganization.
(h) In any case in which this Warrant Certificate Article 4 shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) Section 4.2 hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Warrant Shares after such record date and before such event; , provided, however, that the Company shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the HolderWarrantholder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Warrant Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Warrant Shares issuable on this exercise of the Warrants.
(hi) In the absence of If a resolution dispute shall at any time arise with respect to any adjustment of the directors fixing a record date for any event which would require any adjustment Exercise Price or the number of Warrant Shares purchasable pursuant to Subsection 5.1(2) hereofthe Warrants, such dispute shall be conclusively determined by the Company’s Auditors or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the Directors and any such determination shall be binding upon the Company, the Company will Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be deemed subject to have fixed as the record date therefor the date prior written approval of any stock exchange or over-the-counter market on which the event is effected.
(i) As a condition precedent Common Shares are then listed or quoted for trading. Such auditors or accountants shall be provided access to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise all necessary records of the WarrantsCompany. In the event that any such determination is made, the Company shall take any action which may, deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the opinion manner contemplated in Section 9.2 describing such determination.
(j) Notwithstanding any other provision of counsel to Article 4, there will be no adjustment or change in the Exercise Price or the number of HD Warrant Shares issuable upon exercise of the HD Warrants as a result of the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.’s 4:1
Appears in 1 contract
Samples: Warrant Indenture (Crosshair Exploration & Mining Corp)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.this Article 4:
(a) Subject to the following provisions of this Subsection 5.1(3)Section 4.3, any adjustment is made pursuant to Subsection 5.1(2) Section 4.2 hereof are cumulative and shall, in the case of adjustments to the Exercise Price be calculated to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such the adjustment would result in a change of at least one per cent in the Exercise Price then Exercise Pricein effect and no adjustment shall be made in the number of Warrant Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision provisions of this Subsection 5.1(3)(bSection 4.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofSection 4.2, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Warrant Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) If at any time during the Adjustment Period the Company shall take any action affecting the Common Shares, other than an action or an event described in Section 4.2, which would have a material adverse effect upon the rights of Warrantholders, the Exercise Price and/or the number of Warrant Shares issuable upon the exercise of the Warrants shall be adjusted in such manner and at such time as the Directors may determine to be equitable in the circumstances, but subject in all cases to any necessary regulatory approval. Failure of the taking of action by the Directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Common Shares shall be conclusive evidence that the Directors have determined that it is equitable to make no adjustment in the circumstances.
(d) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon on the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof this Article 4 if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set sets a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Warrant Shares purchasable upon the exercise of the Warrants shall be required by reason of the setting of such record date.
(f) In the absence of a resolution of the Directors fixing a record date for a Special Distribution or Rights Offering, the Company shall be deemed to have fixed as the record date therefor the date on which the Special Distribution or Rights Offering is effected.
(g) No adjustment in the Exercise Price shall be made pursuant to Section 4.2 in respect of the issue from time to time:
(i) of Warrant Shares purchasable on exercise of the Warrants;
(ii) of a Dividend 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 pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws;
(iii) for greater certainty, of Common Shares pursuant to any stock options or stock option plans or stock purchase plans or other benefit plans in force at the date hereof for Directors, officers, employees, advisers or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws, and such other benefit plans as may be adopted by the Company in accordance with the requirements of the TSX, NYSE AMEX and applicable securities laws, and any such issue shall be deemed not to be a Common Share Reorganization or a Capital Reorganization.
(h) In any case in which this Warrant Certificate Article 4 shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) Section 4.2 hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Warrant Shares after such record date and before such event; , provided, however, that the Company shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the HolderWarrantholder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Warrant Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Warrant Shares issuable on this exercise of the Warrants.
(hi) In the absence of If a resolution dispute shall at any time arise with respect to any adjustment of the directors fixing a record date for any event which would require any adjustment Exercise Price or the number of Warrant Shares purchasable pursuant to Subsection 5.1(2) hereofthe Warrants, such dispute shall be conclusively determined by the Company’s Auditors or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the Directors and any such determination shall be binding upon the Company, the Company will Warrant Agent and the Warrantholders. Notwithstanding the foregoing, such determination shall be deemed subject to have fixed as the record date therefor the date prior written approval of any stock exchange or over-the-counter market on which the event is effected.
(i) As a condition precedent Common Shares are then listed or quoted for trading. Such auditors or accountants shall be provided access to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise all necessary records of the WarrantsCompany. In the event that any such determination is made, the Company shall take any action which may, deliver a certificate to the Warrant Agent and a notice to the Warrantholders in the opinion of counsel to the Company, be necessary manner contemplated in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant CertificateSection 9.2 describing such determination.
Appears in 1 contract
Samples: Warrant Indenture (Crosshair Exploration & Mining Corp)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Securities Purchase Agreement (MedMen Enterprises, Inc.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 5(2) hereof.:
(a) Subject to the following provisions clauses of this Subsection 5.1(3subsection 5(3), any adjustment made pursuant to Subsection 5.1(2subsection 5(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 5(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 5(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 5(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 5(2)(d) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 section 5 hereof if the Holder Warrantholder is entitled entitled, subject to the approval of the Exchange, to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2subsection 5(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholders, either either, or both both, the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, subject to Exchange approval, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(fe) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants Warrant shall be required by reason of the setting of such record date.
(gf) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 5(2) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event; provided, however, that that, upon request by the Company Warrantholder, the Corporation shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this the exercise of the Warrants.
(hg) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(h) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 5(2) hereof and shall be binding upon the Corporation and the Warrantholder.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 5(2) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereofof this Warrant.
(a) Subject to the following provisions of this Subsection 5.1(3), any adjustment made pursuant to Subsection 5.1(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise Price; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(b5.1 (3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Warrants this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(iv5.1 (2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d5.1(2)(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries subsidiary of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants this Warrant shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are this Warrant is exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants this Warrant and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrantsthis Warrant.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(i) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Shares purchasable upon the exercise of this Warrant, such disputes shall be conclusively determined by a firm of independent chartered accountants mutually acceptable to the Company and the Holder other than the auditors of the Company and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to Subsection 5.1(2) hereof and shall be binding upon the Company and the Holder.
(j) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cannex Capital Holdings Inc.)
Rules. The Subject to Section 7(5), the following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereof.Section 7.2 of this Warrant Certificate:
(a) Subject to the following provisions sections of this Subsection 5.1(3Section 7(3), any adjustment made pursuant to Subsection 5.1(2) hereof Section 7.2 of this Warrant Certificate shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bsubsection (b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofSection 7.2 of this Warrant Certificate, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants shall be made in respect of any event described in Section 5.1 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Common Shares, other than an action or event described in Subsection 5.1(2) hereofSection 7.2 of this Warrant Certificate, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholder, either or both the Exercise Price and and/or the number of Common Shares purchasable upon exercise of under the Warrants shall shall, subject to any necessary regulatory approval, be adjusted in such manner, if any, manner and at such time, by action of time as the directors, in their sole discretion, as directors may determine to be equitable in the circumstances; provided, however, provided that any no such adjustment action shall be subject to taken unless and until the approval Holder has been provided with notice of such proposed action and the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 belowconsequences thereof.
(fd) If the Company shall set sets a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of under the Warrants shall be required by reason of the setting of such record date.
(ge) No adjustment in the Exercise Price or in the number or kind of securities purchasable on the exercise of the Warrants shall be made in respect of any event described in Section 7 of this Warrant Certificate if the Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Warrantholder had exercised the Warrants prior to or on the record date or effective date, as the case may be, of such event. Any such participation by the Warrantholder is subject to regulatory approval.
(f) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) Section 7.2 hereof, the Company may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this the exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Warrant Agreement (American Lithium Minerals, Inc.)
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 4(b) hereof.:
(ai) Subject to the following provisions clauses of this Subsection 5.1(3subsection 4(c), any adjustment made pursuant to Subsection 5.1(2subsection 4(b) hereof shall be made successively whenever an event referred to therein shall occur.
(bii) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Vested Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 4(c)(ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 4(b) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Vested Warrants (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 4(b)(i)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 4(b)(i)(xii) hereof).
(ciii) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Vested Warrants shall be made in respect of any event described in Section 5.1 section 4 hereof if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Vested Warrants prior to or on the record date or effective date, as the case may be, of such event.
(di) No For greater certainty, no adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate the Vested Warrants shall be made pursuant to Subsection 5.1(2subsection 4(b) hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2subsection 4(b) hereof.
(eii) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2subsection 4(b) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholders, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Vested Warrants shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, but subject to the prior written consent of the Canadian Securities Exchange or, if the Common Shares are not then listed on the Canadian Securities Exchange, on such other Canadian stock exchange as may be selected by the directors of the Corporation for such purpose or, if the Common Shares are not then listed on any Canadian stock exchange, in the over-the-counter market, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(fiii) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants Vested Warrant shall be required by reason of the setting of such record date.
(giv) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 4(b) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Vested Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event; provided, however, that that, upon request by the Company Warrantholder, the Corporation shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Vested Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this the exercise of the Vested Warrants.
(hv) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effected.
(iissue of the rights, options or warrants issued pursuant to the Rights Offering. If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Vested Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 4(b) hereof and shall be binding upon the Corporation and the Warrantholder. As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 4(b) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) hereofsubsection 4.2 of this Warrant Certificate.
(a) Subject to the following provisions of this Subsection 5.1(3)subsection 4.3, any adjustment made pursuant to Subsection 5.1(2) subsection 4.2 hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such the adjustment would result in a change of at least one per cent in the Exercise Price then Exercise Pricein effect and no adjustment shall be made in the number of Warrant Shares purchasable or issuable on the exercise of this Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision provisions of this Subsection 5.1(3)(bsection 4.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) hereofsubsection 4.2 of this Warrant Certificate, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Warrant Shares issuable upon the exercise of the Warrants this Warrant (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Common Shares).
(c) If at any time during the Exercise Period the Company shall take any action affecting the Common Shares, other than an action or an event described in subsection 4.2 hereof, which in the opinion of the directors would or could have a material adverse effect upon the rights of the Holder under this Warrant Certificate, the Exercise Price and/or the number of Warrant Shares purchasable under this Warrant Certificate shall be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Company affecting the Common Shares shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.
(d) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon on the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 section 4 hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(de) No adjustment in If the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees directors of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, shall thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Warrant Shares purchasable upon the exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(gf) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) subsection 4.2 hereof, the Company may defer, until the occurrence of such event:
(i1) issuing to the Holder, to the extent that the Warrants are this Warrant is exercised after such record date and before the occurrence of such event, the additional Warrant Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii2) delivering to the Holder any distribution declared with respect to such additional Warrant Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Warrant Shares purchasable upon the exercise of the Warrants this Warrant and to such distribution declared with respect to any such additional Warrant Shares issuable on this exercise of this Warrant.
(g) If the Warrantsdirectors of the Company do not set a record date to determine holders of Common Shares for the purpose of entitling such holders to participate in a Rights Offering, the date of the issue of the rights, options or warrants issued pursuant to the Rights Offering shall be deemed to be the record date for the Rights Offering.
(h) In the absence of If a resolution of the directors fixing a record date for dispute shall at any event which would require time arise with respect to any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and or the number or class of shares or other securities which are Warrant Shares purchasable pursuant to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate, such dispute shall be conclusively determined by the 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 the directors.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 4(b) hereof.:
(ai) Subject to the following provisions clauses of this Subsection 5.1(3subsection 4(c), any adjustment made pursuant to Subsection 5.1(2subsection 4(b) hereof shall be made successively whenever an event referred to therein shall occur.
(bii) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of the Vested Warrants unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 4(c)(ii) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 4(b) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Vested Warrants (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 4(b)(i)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 4(b)(iv)(ii) hereof).
(ciii) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Vested Warrants shall be made in respect of any event described in Section 5.1 section 4 hereof if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Vested Warrants prior to or on the record date or effective date, as the case may be, of such event.
(di) No For greater certainty, no adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate the Vested Warrants shall be made pursuant to Subsection 5.1(2subsection 4(b) hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2subsection 4(b) hereof.
(eii) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2subsection 4(b) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholders, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Vested Warrants shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, but subject to the prior written consent of the Toronto Stock Exchange as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(fiii) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants Vested Warrant shall be required by reason of the setting of such record date.
(giv) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 4(b) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the HolderWarrantholder, to the extent that the Vested Warrants are exercised after such record date and before the occurrence of such event, the additional Common Shares or other securities issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Warrantholder any distribution declared with respect to such additional Common Shares or other securities after such record date and before such event; provided, however, that that, upon request by the Company Warrantholder, the Corporation shall deliver to the Holder Warrantholder an appropriate instrument evidencing the right of the Holder, Warrantholder upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Common Shares purchasable upon the exercise of the Vested Warrants and to such distribution declared with respect to any such additional Common Shares issuable on this the exercise of the Vested Warrants.
(hv) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(ivi) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of the Vested Warrants, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 4(b) hereof and shall be binding upon the Corporation and the Warrantholder.
(vii) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 4(b) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder Warrantholder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be are applicable to adjustments made pursuant to Subsection 5.1(2Section 2(2) hereofof this Compensation Warrant Certificate.
(a) Subject to the following provisions of this Subsection 5.1(3Section 2(3), any adjustment made pursuant to Subsection 5.1(2Section 2(2) hereof shall will be made successively whenever an event referred to therein shall occuroccurs.
(b) No adjustment in the Exercise Price shall will be required unless such the adjustment would result in a change of at least one per cent in the Exercise Price then Exercise Pricein effect and no adjustment will be made in the number of Shares purchasable or issuable on the exercise of the Compensation Warrants unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which that, except for the provision provisions of this Subsection 5.1(3)(bSection 2(3)(b) would otherwise have been required to be made shall will be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2Section 2(2) hereofof this Compensation Warrant Certificate, no adjustment of the Exercise Price shall will be made which that would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of the Compensation Warrants (except in respect of a consolidation of the Share Reorganization described in Subsection 5.1(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(d) hereofoutstanding Shares).
(c) If at any time during the Adjustment Period the Corporation will take any action affecting the Shares, other than an action or an event described in Section 2(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Underwriter under this Compensation Warrant Certificate, the Exercise Price and/or the number of Shares purchasable under this Compensation Warrant Certificate will be adjusted in such manner and at such time as the directors may determine to be equitable in the circumstances. Failure of the taking of action by the directors so as to provide for an adjustment prior to the effective date of any action by the Corporation affecting the Shares will be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment in the circumstances.
(d) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon on the exercise of the Warrants shall this Compensation Warrant will be made in respect of any event described in Section 5.1 2 hereof if the Holder Underwriter is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Underwriter had exercised the Compensation Warrants prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) hereof in respect of the issue from time to time of Shares and Shares pursuant to this Warrant Certificate, pursuant to any stock option, stock purchase, stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company and/or any affiliate of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) hereof.
(e) If at any time during the Adjustment Period the Company shall take any action affecting the Shares, other than an action described in Subsection 5.1(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Shares purchasable upon exercise of the Warrants shall be adjusted in such manner, if any, and at such time, by action of the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors so as to provide for an adjustment on or prior to the effective date of any action by the Company affecting the Shares will be conclusive evidence that the directors have determined that it is equitable to make no adjustment under the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company shall set Corporation sets a record date to determine holders of Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, will thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rightsrights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon the exercise of the Compensation Warrants shall will be required by reason of the setting of such record date.
(gf) In any case in which this Compensation Warrant Certificate shall require requires that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2Section 2(2) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the HolderUnderwriter, to the extent that the Compensation Warrants are exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder Underwriter any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall Corporation will deliver to the Holder Underwriter an appropriate instrument evidencing the right of the HolderUnderwriter, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and or the number of Shares purchasable upon the exercise of the Compensation Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Compensation Warrants.
(hg) In the absence of If a resolution of the directors fixing a record date for dispute at any event which would require time arises with respect to any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and or the number or class of shares or other securities which are Shares purchasable pursuant to this Compensation Warrant Certificate, such dispute will be received upon conclusively determined by the exercise auditors of the Warrants, Corporation or if they are unable or unwilling to act by such other firm of independent chartered accountants as may be selected by the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificatedirectors.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2subsection 3(2) hereofof this Compensation Option Certificate.
(a) Subject to the following provisions of this Subsection 5.1(3subsection 3(3), any adjustment made pursuant to Subsection 5.1(2subsection 3(2) hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of this Compensation Option unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 3(3)(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2subsection 3(2) hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants this Compensation Option (except in respect of the Common Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 3(2)(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 3(2)(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Compensation Option shall be made in respect of any event described in Section 5.1 subsection 3(2) hereof if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder had exercised the Warrants this Compensation Option prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate Compensation Option shall be made pursuant to Subsection 5.1(2subsection 3(2) hereof in respect of the issue from time to time of Common Shares, including Common Shares and Shares issuable pursuant to this Warrant Certificate, Compensation Option Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Common Share Reorganization, a Rights Offering nor any other event specifically described in Subsection 5.1(2subsection 3(2) hereof.
(e) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2subsection 3(2) hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the Holder, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants this Compensation Option shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange TSX Venture Exchange (if the Common Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants this Compensation Option shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate Compensation Option shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2subsection 3(2) hereof, the Company Corporation may defer, until the occurrence of such event:
(i) issuing to the Holder, to the extent that the Warrants are this Compensation Option is exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Common Shares after such record date and before such event; provided, however, that the Company Corporation shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Common Shares purchasable upon the exercise of the Warrants this Compensation Option and to such distribution declared with respect to any such additional Common Shares issuable on this exercise of the Warrantsthis Compensation Option.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereofa Rights Offering, the Company will Corporation shall be deemed to have fixed as the record date therefor the date on which of the event is effectedissue of the rights, options or warrants issued pursuant to the Rights Offering.
(i) If a dispute shall at any time arise with respect to adjustments of the Exercise Price or the number of Common Shares purchasable upon the exercise of this Compensation Option, such disputes shall be conclusively determined by the auditors of the Corporation or if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors and any such determination shall be conclusive evidence of the correctness of any adjustment made pursuant to subsection 3(2) hereof and shall be binding upon the Corporation and the Holder.
(j) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2subsection 3(2) hereof, including the Exercise Price and the number or class of shares Common Shares or other securities which are to be received upon the exercise of the Warrantsthereof, the Company Corporation shall take any action which may, in the opinion of counsel to the CompanyCorporation, be necessary in order that the Company Corporation may validly and legally issue as fully paid and non-assessable shares all of the Common Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Compensation Option Certificate.
Appears in 1 contract
Rules. The following rules and procedures shall be applicable to adjustments made pursuant to Subsection 5.1(2) subsection 5.2 hereof.
(a) Subject to the following provisions of this Subsection 5.1(3)subsection 5.3, any adjustment made pursuant to Subsection 5.1(2) subsection 5.2 hereof shall be made successively whenever an event referred to therein shall occur.
(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least one per cent in the then Exercise PricePrice and no adjustment shall be made in the number of Common Shares purchasable or issuable on the exercise of this Warrant unless it would result in a change of at least one one-hundredth of a Common Share; provided, however, that any adjustments which except for the provision of this Subsection 5.1(3)(bclause 5.3(b) would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding any other provision of Subsection 5.1(2) subsection 5.2 hereof, no adjustment of the Exercise Price shall be made which would result in an increase in the Exercise Price or a decrease in the number of Common Shares issuable upon the exercise of the Warrants this Warrant (except in respect of the Share Reorganization described in Subsection 5.1(2)(a)(ivsubclause 5.2(a)(iv) hereof or a Capital Reorganization described in Subsection 5.1(2)(dsubclause 5.2(d)(ii) hereof).
(c) No adjustment in the Exercise Price or in the number or kind of securities or other property purchasable upon the exercise of the Warrants this Warrant shall be made in respect of any event described in Section 5.1 section 5 hereof if the Holder Warrantholder is entitled to participate in such event on the same terms mutatis mutandis as if the Holder Warrantholder had exercised the Warrants this Warrant prior to or on the record date or effective date, as the case may be, of such event.
(d) No adjustment in the Exercise Price or in the number of Common Shares purchasable upon the exercise of this Warrant Certificate shall be made pursuant to Subsection 5.1(2) subsection 5.2 hereof in respect of the issue from time to time of Shares and Common Shares pursuant to this Warrant Certificate, Certificate or pursuant to any stock option, stock purchase, purchase or stock bonus or other incentive plan in effect from time to time for directors, officers or employees of the Company Corporation and/or any affiliate subsidiary of the Company, or pursuant to any redemption or exchange of securities of any subsidiaries of the Company in accordance with the terms of the Company’s and such subsidiaries’ Organization Documents, whether in (i) cash, (ii) shares of the Company, (iii) warrants or similar rights to purchase any shares of the Company or property or other assets of the Company, Corporation and any such issue, and any grant of options in connection therewith, shall be deemed not to be a Share Reorganization, a Rights Offering nor any other event described in Subsection 5.1(2) subsection 5.2 hereof.
(e) If at any time during the Adjustment Period the Company Corporation shall take any action affecting the Common Shares, other than an action described in Subsection 5.1(2) subsection 5.2 hereof, which in the opinion of the directors would have a material adverse effect upon the rights of the HolderWarrantholder, either or both the Exercise Price and the number of Common Shares purchasable upon exercise of the Warrants this Warrant shall be adjusted in such manner, if any, manner and at such time, time by action of by the directors, in their sole discretion, as may be equitable in the circumstances; provided, however, that any such adjustment shall be subject to the approval of the applicable recognized stock exchange (if the Shares are then listed on such stock exchange) and any other required regulatory approvals. Failure of the taking of action by the directors 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 shall be deemed to be conclusive evidence that the directors have determined that it is equitable to make no adjustment under in the circumstances; provided that any such failure shall be subject to Section 5.2 below.
(f) If the Company Corporation shall set a record date to determine holders of Common Shares for the purpose of entitling such holders to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such holders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Common Shares purchasable upon exercise of the Warrants this Warrant shall be required by reason of the setting of such record date.
(g) In any case in which this Warrant Certificate shall require that an adjustment shall become effective immediately after a record date for an event referred to in Subsection 5.1(2) subsection 5.2 hereof, the Company Corporation may defer, until the occurrence of such event:
(iI) issuing to the HolderWarrantholder, to the extent that the Warrants are this Warrant is exercised after such record date and before the occurrence of such event, the additional Common Shares issuable upon such exercise by reason of the adjustment required by such event; and
(ii) delivering to the Holder any distribution declared with respect to such additional Shares after such record date and before such event; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the right of the Holder, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and the number of Shares purchasable upon the exercise of the Warrants and to such distribution declared with respect to any such additional Shares issuable on this exercise of the Warrants.
(h) In the absence of a resolution of the directors fixing a record date for any event which would require any adjustment pursuant to Subsection 5.1(2) hereof, the Company will be deemed to have fixed as the record date therefor the date on which the event is effected.
(i) As a condition precedent to the taking of any action which would require an adjustment pursuant to Subsection 5.1(2) hereof, including the Exercise Price and the number or class of shares or other securities which are to be received upon the exercise of the Warrants, the Company shall take any action which may, in the opinion of counsel to the Company, be necessary in order that the Company may validly and legally issue as fully paid and non-assessable shares all of the Shares or other securities which the Holder is entitled to receive in accordance with the provisions of this Warrant Certificate.
Appears in 1 contract
Samples: Loan Agreement (Body & Mind Inc.)
