Special Warrants Sample Clauses

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 January 25th, 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 date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the date on which the Lender provides written notice to Borrower. The number of Units issuable upon conversion of this Note shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note and accrued but unpaid interest hereon on the Conversion Date by (y) the Conversion Price then in effect. The calculation by the Borrower of the number of Units to be received by the Lender upon conversion hereof, and of the applicable Conversion Price, shall be conclusive absent manifest error. If any interest in excess of the amount permitted by law is called for in this Note, or is adjudicated to be so, the provisions of this paragraph shall govern, and neither Borrower nor any of Borrower’s successors and assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted under Illinois law, and such amounts so paid, at the option of the Lender, shall either be applied against the principal balance of this Promissory Note or rebated to Borrower within thirty (30) days after such determination. A default of this Note shall consist of any payment not made when due or a default on any other obligation Borrower has with Lender. In the event of a default, the unpaid Outstanding Indebtedness of this Note (principal plus accrued interest, penalties and fees, if any) shall be accelerated and become immediately due and payable, and Lender may exercise its rights to any collateral under any security agreement or mortgage made by Borrower for Lender’s benefit, if any. In the event of a default on this Note, Borrower agrees to pay default interest at a rate of 14% per annum, compounded monthly until full payment hereunder is made, including without limitation, all collection costs of Lender, including but not limited to any expenses Lender incurs (i) in locating, storing, repairing, or selling any collateral securing this Note or any other obligation Borrower has with Lender; (ii) reasonable attorneys' fees and legal expenses (whether or not suit is commenced and whether or not incurred in connection with the appeal of a lower court's judgment or order and in collecting any judgment entered hereon); and (iii) any other costs or fees awarded to Lender by a court of competent jurisdiction. Borrower's Initials: ________ All of the rights, remedies, powers and privileges (together, "Rights")...

Special Warrants. Upon the Effective Time, the Special Warrants will be issuable subject to Section 2.9(c) and Section 2.10 above to the former holders of Priveco Shares as security for the completion of the Private Placement and the receipt by Pubco of aggregate gross proceeds of at least $1,000,000 thereunder. The Special Warrants will be exercisable for 18 months from the Effective Time, and will vest and be exercisable as follows: (a) in the event that the second closing under the Private Placement raising gross proceeds of a minimum of $250,000 will not have been completed within 3 months of Closing (which such period can be extended by one (1) month), a number of Special Warrants equal to one third of the Special Warrants held by each Priveco Shareholder will vest and become exercisable; (b) in the event that the third closing under the Private Placement raising gross proceeds of an additional $250,000 or more will not have been completed within 6 months of Closing (which such period can be extended by one (1) month), a number of Special Warrants equal to one third of the Special Warrants held by each Priveco Shareholder will vest and become exercisable; (c) in the event that the last closing under the Private Placement raising gross proceeds of an additional $250,000 or more will not have been completed within 9 months of Closing (which such period can be extended by one (1) month), a number of Special Warrants equal to one third of the Special Warrants held by each Priveco Shareholder will vest and become exercisable; (d) in the event that private placement cash funds are offered to Pubco with terms as set out in the definition of “Private Placement” above and otherwise on reasonable commercial terms, with evidence that such funds are immediately available and not subject to any financing contingency, and Pubco does not proceed with such proposed transaction (except if due to reasonable commercial, legal and other reasons), the amount offered will be deemed to have been raised by Pubco for the purposes of vesting and exercisability of the Special Warrants; (e) in the event funds are accepted by Pubco in a private placement whose terms are not the same as set out in the definition of “Private Placement” above, the gross proceeds of such accepted funds will be counted as “raised” by Pubco for the purposes of vesting and exercisability of the Special Warrants; and (f) if gross proceeds in excess of $250,000 is raised in any tranche of the Private Placement, such excess...

Special Warrants. The Company shall issue seven-year Warrants to purchase a number of shares of Common Stock equal to 15% of the number of shares of Common Stock initially issuable upon conversion of the Notes, at an exercise price equal to 100% of the Common Stock Conversion Price (the "Warrant Exercise Price"). The Company shall issue seven year Special Warrants and Additional Special Warrants as described herein. The number of shares to be issued upon exercise of the Warrants, Special Warrants and Additional Special Warrants are hereinafter referred to as the Warrant Shares. The Warrants, Special Warrants and Additional Special Warrants shall contain the same anti-dilution rights as provided in the Notes and shall provide for cashless exercise.

Special Warrants. Section 5.6 Paid Up Capital of Amalco.

Special Warrants. The Special Warrants will be issued pursuant to a special warrant indenture. The Special Warrants are exercisable by the holders thereof at any time after their issuance and, if not previously exercised, will be deemed to be exercised immediately prior to 4:00 p.m. (Vancouver time) on the earlier of: (i) the fifth business day after a receipt is issued by the last of the securities regulatory authorities in each of the Qualifying Jurisdictions for a (final) prospectus qualifying the issuance of the Common Shares and the Purchase Warrants (the "UNDERLYING SECURITIES") upon exercise of the Special Warrants; and (ii) the date which is 330 days after the Closing Date (the "EXPIRY DATE"). The Special Warrants are transferable.

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...