Special Warrants. The Special Warrants will be issued pursuant to a special warrant indenture containing standard anti-dilution protections (including in the case of dividends paid in the ordinary course), which protections will be operative from the Closing Date. The Special Warrants are exercisable by the holders thereof at any time after their issuance and, if not previously exercised or repurchased, will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the Warrant Shares is declared effective by the United States Securities and Exchange Commission under the UNITED STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at the Closing Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants for distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the listing of the Company's common shares on The Toronto Stock Exchange becomes effective, being the time its common shares are posted for trading.
Special Warrants.
(a) Special Warrants shall be issued in a certificated form or in an uncertificated form, such uncertificated form being evidenced by a DRS Registration Statement or other written notice or by a book position if issued by the Depository. The form of certificate representing Special Warrants shall be substantially as set out in Schedule "A" hereto or such other form as is authorized from time to time by the Special Warrant Agent. Each Special Warrant shall be Authenticated on behalf of the Special Warrant Agent. Each Special Warrant Certificate shall be signed by any one duly authorized signatory of the Company whose signature shall appear on the Special Warrant Certificate and may be printed, lithographed or otherwise mechanically reproduced thereon and, in such event, certificates so signed are as valid and binding upon the Company as if it had been signed manually. Any Special Warrant Certificate which has one signature as hereinbefore provided shall be valid and binding notwithstanding that one or more of the persons whose signature is printed, lithographed or mechanically reproduced no longer holds office at the date of issuance of such certificate. The Special Warrant Certificates may be engraved, printed or lithographed, or partly in one form and partly in another, as the Special Warrant Agent may determine.
(b) The Special Warrant Agent shall Authenticate Uncertificated Special Warrants (whether upon original issuance, exchange, registration of transfer, partial payment, or otherwise) by completing its Internal Procedures and the Company shall, and hereby acknowledges that it shall, thereupon be deemed to have duly and validly issued such Uncertificated Special Warrants under this Indenture. Such Authentication shall be conclusive evidence that such Uncertificated Special Warrant has been duly issued hereunder and that the holder or holders are entitled to the benefits of this Indenture. The register shall be final and conclusive evidence as to all matters relating to Uncertificated Special Warrants with respect to which this Indenture requires the Special Warrant Agent to maintain records or accounts. In case of differences between the register at any time and any other time, the register at the later time shall be controlling, absent manifest error and such Uncertificated Special Warrants are binding on the Company.
(c) No Special Warrant shall be considered issued and shall be valid or obligatory or shall entitle the holder thereof to the benef...
Special Warrants. IVANHOE MINES LTD. (the "Company") (Continued under the laws of the Yukon Territory) SPECIAL WARRANT CERTIFICATE NO. _________ __________ Special Warrants THIS IS TO CERTIFY that _____________________________________ _____________________________________________________ (the "holder") is entitled to subscribe for, in the manner herein provided, subject to the restrictions contained herein, at any time and from time to time on or prior to 5:00 p.m. Vancouver time (the "Expiry Time"), on the Expiry Date, subject to the adjustments described below, that number of Common Shares which is equal to the number of Special Warrants represented hereby without payment of any additional consideration. The Special Warrants represented by this certificate are issued under and pursuant to a Special Warrant Indenture (the "Indenture") made as of April 24, 2002 between the Company and the Trustee (which expression shall include any successor trustee appointed under the Indenture), to which Indenture (and any amendments thereto and instruments supplemental thereto) reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are or are to be, issued and held, all to the same effect as if the provisions of the Indenture and all amendments thereto and instruments supplemental thereto were herein set forth and to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In the event of any conflict or inconsistency between the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) shall prevail. The terms and provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) are incorporated herein by reference. The right to subscribe for Common Shares in the capital of the Company represented hereby may be exercised by either the holder hereof or the Trustee as follows:
Special Warrants. 2 Closing ...........................................................................2
Special Warrants. The Corporation agrees that the Offering Special Warrants, the Broker Special Warrants and the Corporate Finance Special Warrants will be duly and validly created and distributed pursuant to the terms of the Special Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate, respectively. Each Offering Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Special Warrant Indenture, one Common Share and one-half of one Warrant at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. Each Broker Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Broker Special Warrant Certificate, one Underlying Broker Warrant at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. Each Corporate Finance Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Corporate Finance Special Warrant Certificate, one Common Share at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. On the condition that the Corporation has received a Receipt for the Final Prospectus on or before the Penalty Date, any outstanding Special Warrant shall, by its terms, be deemed to have been exercised without any further action on the part of the holder on the third Business Day following the Penalty Date. However, in the event the Corporation has not received a Receipt for the Final Prospectus on or before the Penalty Date, then any outstanding Offering Special Warrant shall, by its terms, be deemed to have been exercised without any further action on the part of the holder on the Expiry Date, and each such holder shall be entitled to receive, at no additional cost and subject to adjustment as set forth in the Special Warrant Indenture, 1.05 Common Shares per Offering Special Warrant (instead of one Common Share) and 0.525 of a Warrant (instead of 0.5 of a Warrant). The Special Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate will each include a provision to the effect that if the Corporation pays a dividend or makes any other distribution in cash or property or securities of the Corporation (including rights, options, or w...
Special Warrants. The Offered Securities will be created and issued pursuant to the Special Warrant Indenture. The specific attributes of the Offered Securities will be set forth in the Special Warrant Indenture, which will provide, among other things, that the holders of Offered Securities shall be entitled to receive, without payment of any consideration in addition to the purchase price therefor, one Special Warrant Share and one-half of one Warrant for each Special Warrant held, subject to adjustment as provided in the Special Warrant Indenture. No fractional Warrants or Special Warrant Shares are issuable pursuant to the exercise of the Special Warrants. If a holder of an Offered Security would otherwise be entitled to a fractional Warrant or Special Warrant Share pursuant to the exercise of the Special Warrants, the number of Warrants or Special Warrant Shares to be issued shall be rounded down to the next whole number (and the holder of such Special Warrants shall not be entitled to any compensation in respect of such fraction). The foregoing description of the Offered Securities is a summary only and is subject to the detailed provisions of the Special Warrant Indenture pursuant to which the Offered Securities will be issued. In the event of any inconsistency between the provisions hereof and the provisions of the Special Warrant Indenture, the provisions of the Special Warrant Indenture shall prevail and take precedence.
Special Warrants. Section 5.6 Paid Up Capital of Amalco.
Special Warrants. Neon, Merger Sub and Subco 1 covenant that if any Second Tranche Special Warrants are validly exercised or deemed to be exercised after the Closing Date, Neon shall cause Amalco to issue to the holder thereof 1.1 Amalco Class A Redeemable Shares and 1.1 Amalco Class B Redeemable Shares for each such Second Tranche Special Warrant validly exercised. Neon, Merger Sub and Subco 1 covenant that if any Québec Special Warrants are validly exercised after the Closing Date, Neon shall cause Amalco to issue to the holders of such Québec Special Warrants (i) 1.1 Amalco Class A Redeemable Shares, (ii) 1.1 Amalco Class B Redeemable Shares, and (iii) one half of one Québec Warrant, each whole Québec Warrant entitling the holder thereof upon the payment of Cdn$0.60 to acquire 1 Amalco Class A Redeemable Share and 1 Amalco Class B Redeemable Share at any time up to the date which is 12 months after the date on which the InnerAccess Shares are listed on a recognised exchange. Immediately after the issuance of such Amalco Class A Redeemable Shares and Amalco Class B Redeemable Shares upon the exercise of Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants as the case may be, Amalco shall redeem each such Amalco Class A Redeemable Share for a cash payment of $0.174 per share and shall redeem each Amalco Class B Redeemable Share in exchange for 0.02952 of a share of Neon Common Stock, provided that the delivery of such Neon Common Stock to a former holder of Amalco Class B Redeemable Shares shall be subject to such former holder having executed and delivered to Neon and Amalco a Transmittal Letter in substantially the form attached hereto as Schedule 3.35. Neon covenants that so long as Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants are issued and outstanding, Neon shall not cause Amalco to (i) be dissolved, wound up or liquidated; (ii) consolidate, amalgamate or merge with or into any other body corporate, trust, partnership or other entity or to sell or convey its property and Assets as an entirety or substantially as an entirety to any other body corporate, trust, partnership or other entity; (iii) amend, change or otherwise modify its authorised capital; (iv) amend, change or otherwise modify the provisions of the Amalco Class A Redeemable Shares or the Amalco Class B Redeemable Shares. Neon covenants that so long as any Second Tranche Special Warrants, Québec Special Warrants or Québec Warrants are issued and outstand...
Special Warrants. The Special Warrants will be duly and validly created and issued pursuant to, and governed by, a special warrant indenture (the “Special Warrant Indenture”) to be entered into effective on the Closing Date between the Corporation and Computershare Trust Company of Canada (or such other agent determined by the Corporation), as special warrant agent for the Corporation (the “Special Warrant Agent”). The description of the Special Warrants herein is a summary only and is subject to the specific attributes and detailed provisions of the Special Warrants to be set forth in the Special Warrant Indenture. In the case of any inconsistency between the description of the Special Warrants in this Agreement and their terms and conditions as set forth in the Special Warrant Indenture, the provisions of the Special Warrant Indenture will govern. Each Special Warrant will entitle its holder to receive one (1) common share in the capital of the Corporation (each, an “Underlying Share”), subject to adjustment in certain circumstances in accordance with the Special Warrant Indenture, for no additional consideration upon the exercise or deemed exercise of the Special Warrants at any time after the issuance of the Special Warrants. The Special Warrants will be exercisable by the holders thereof at any time after the issuance of the Special Warrants without payment of additional consideration, and all unexercised Special Warrants will be automatically exercised on the date (the “Deemed Exercise Date”) that is the earlier of: (i) the date that is the third Business Day after the date that the Qualification Prospectus (as defined below) is filed in each of the Qualifying Jurisdictions qualifying the distribution of the Underlying Shares; and (ii) 5:00 p.m. (Toronto time) on the date that is four months and one day following the Closing Date.
Special Warrants. The Special Warrants will be issued and registered as directed by the Underwriters.
