Subscription Receipts Sample Clauses

Subscription Receipts. The Subscription Receipts have been duly and validly authorized and, upon receiving full payment for the Subscription Receipts and the satisfaction of the Escrow Release Condition relating to the completion of the Liquidity Event, the Underlying Shares will be validly issued as fully paid and non-assessable shares of the Corporation.

Subscription Receipts. The particular terms and provisions of each issue of subscription receipts providing for the issuance of debt securities, preferred shares or common shares on the exchange of subscription receipts will be described in the related prospectus supplement and may include the number of subscription receipts and the price at which they will be issued and whether the price is payable in instalments, any conditions to the exchange of subscription receipts into debt securities, preferred shares or common shares, as the case may be, and the consequences of such conditions not being satisfied, the procedures for the exchange of the subscription receipts into debt securities, preferred shares or common shares, as the case may be, the number of debt securities, preferred shares or common shares, as the case may be, that may be exchanged upon exercise of each subscription receipt, the dates or periods during which the subscription receipts may be exchanged into debt securities, preferred shares or common shares, as the case may be, whether such subscription receipts will be listed on any securities exchange, and any other rights, privileges, restrictions and conditions attaching to the subscription receipts. Prior to the exchange of their subscription receipts, holders of subscription receipts will not have any of the rights of holders of the securities subject to the subscription receipts.

Subscription Receipts. Parent and Buyer issue the Subscription Receipts to Sellers, pursuant to the Allocation Schedule, on January 1, 2019, provided that this Agreement has not been terminated on or before such date.

Subscription Receipts. The Subscription Receipts will be duly and validly created pursuant to the Subscription Receipt Agreement (as defined herein). Each Subscription Receipt will entitle the holder thereof to receive upon satisfaction of the Escrow Release Conditions (as defined herein) and without payment of additional consideration or further action, one unit of the Corporation (a “Unit”). Each Unit will consist of one common share in the capital of the Corporation (an “Underlying Share”) and one-half of one common share purchase warrant (each whole such warrant, an “Underlying Warrant”). Each Underlying Warrant will entitle the holder thereof to acquire one common share in the capital of the Corporation (a “Warrant Share”) at a price of $0.50 per Warrant Share until the Expiry Date (as defined herein), subject to adjustment as more particularly described in the Warrant Indenture (as defined herein). The gross proceeds from the Offering less: (i) the Agents’ Expenses (as defined herein); (ii) 50% of the SR Commission (as defined herein); (iii) the SW Commission (as defined herein); and (iv) the SW Subscription Price (as defined herein), (collectively, the “Escrowed Funds”), will be deposited at the Closing Time (as defined herein) in escrow with the Subscription Receipt Agent (as defined herein), and held in an interest bearing account pending satisfaction or waiver of the Escrow Release Conditions, in accordance with the provisions of the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived (to the extent such waiver is permitted) prior to 5:00 p.m. (Toronto time) on the date that is 120 days following the Closing Date (the “Escrow Release Deadline”), the Subscription Receipt Agent will release the Escrowed Funds to the Corporation (less 50% of the SR Commission and the pro rata portion of interest earned thereon, the Additional Agents’ Expenses (as defined herein) and the Corporate Finance Fee, which amounts shall be released to the Agents), and each Subscription Receipt will entitle the holder thereof to be issued one Unit without payment of additional consideration and without any further action by the holder thereof. If: (i) the Escrow Release Conditions are not satisfied prior to the Escrow Release Deadline; or (ii) prior to the Escrow Release Deadline the Corporation advises the Lead Agent or announces to the public that it does not intend to satisfy any of the Escrow Release Conditions (each such event being a “Terminati...

Subscription Receipts. The gross proceeds from the sale of the Subscription Receipts less an amount equal to the expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof (the “Escrowed Proceeds”) will be deposited on the Closing Date with and held by Computershare Trust Company of Canada (or such other subscription receipt agent agreed upon by the Company and GMP), as subscription receipt agent for the Company (the “Subscription Receipt Agent”), in accordance with the Subscription Receipt Agreement (as defined herein) pending satisfaction of the Release Conditions (as defined herein). Provided that the Release Conditions are satisfied on or prior to 5:00 p.m. (Toronto time) on September 19, 2016 (the “Release Deadline”), the Subscription Receipt Agent will release the Escrowed Proceeds plus any interest or other income earned thereon (the “Escrowed Funds”) to the Company (less the Commission related to the sale of the Subscription Receipts, an amount equal to any remaining unpaid expenses of the Agents (including the fees and disbursements of the Agents’ legal counsel) payable pursuant to Section 10 hereof and the Agents’ pro rata portion of the interest earned on the Escrowed Proceeds, which amounts shall be released to GMP (on its own behalf and on behalf of the other Agents)) and each Subscription Receipt will be automatically converted into one unit of the Company (each, an “Underlying Unit”), subject to adjustment in certain circumstances in accordance with the Subscription Receipt Agreement, without payment of additional consideration and without any further action by the holder thereof (the “Escrow Release”).

Subscription Receipts. As of Closing, the Purchaser will have taken all steps necessary to authorize the issuance of the Subscription Receipts and the common shares issuable upon exercise or deemed exercise thereof and any common shares so issued will be duly and validly issued as fully paid and non-assessable shares in the capital of the Purchaser. The common shares issuable upon exercise or deemed exercise of the Subscription Receipts will, prior to Closing, be reserved for issuance by the Purchaser. The certificate evidencing the Subscription Receipts will comply with the requirements of the TSX and NASDAQ, as applicable.

Subscription Receipts. Section 2.1 Creation and Issuance of Subscription Receipts (a) A maximum of 35,000,000 Subscription Receipts are hereby created and authorized to be issued at the Issue Price. (b) Upon receipt of the Proceeds, and at the written request of the Company, the Receipt Agent shall countersign, or authenticate as applicable, and deliver the Subscription Receipts (represented by one or more Subscription Receipt Certificates or deposited electronically, as directed by the Agents) to or to the order of the Agents, registered as directed by the Company. (c) The Receipt Agent is hereby appointed escrow agent in respect of the Escrowed Funds and registrar and transfer agent in respect of the Subscription Receipts.

Subscription Receipts. Up to an aggregate of 25,980,000 Subscription Receipts may hereby be issued. In connection therewith, Subscription Receipt Certificates evidencing Subscription Receipts shall be executed by an authorized signatory of the Company and, upon the Written Direction of the Company, shall be Authenticated by or on behalf of the Subscription Receipt Agent and delivered by the Subscription Receipt Agent in accordance with such Written Direction of the Company. All Subscription Receipts issued to the Depository may be in either a certificated or uncertificated form, such uncertificated form being evidenced by a book position on the register of holders of Subscription Receipts to be maintained by the Subscription Receipt Agent in accordance with this Indenture. Notwithstanding the foregoing, all Subscription Receipts issued to Registered Subscription Receipt Holders that are U.S. Purchasers shall be issued in certificated form only and such certificates shall bear the U.S. restrictive legend set forth in Section 2.04(d).

Subscription Receipts. The Subscription Receipts will be created and issued pursuant to the Subscription Receipt Certificates. The specific attributes of the Subscription Receipts will be set forth in Subscription Receipt Certificates, which provide, among other things, that following the Escrow Release Condition having been satisfied or, if capable of waiver and permitted to be waived, waived by the necessary parties at or prior to the Escrow Release Deadline, each Subscription Receipt will be automatically exchanged, without payment of any additional consideration or any further action by the holder thereof, for one Underlying Share and one Warrant. The Subscription Receipt Certificates will provide that, at Closing, the Subscription Proceeds will be held in escrow in a segregated account by the Corporation pursuant to the terms of the Subscription Receipt Certificates and the Corporation shall issue the Subscription Receipts to the subscribers of Subscription Receipts (including the Subscriber) at the Closing. The Subscription Proceeds will be held in escrow in a segregated account by the Corporation on behalf of the subscribers of Subscription Receipts (including the Subscriber) and invested in an interest bearing account, short-term obligations of, or guaranteed by, the Government of Canada or any other investments that may be approved by the Corporation pending the Escrow Release Condition being satisfied or waived (to the extent such waiver is permitted).