The Special Warrants Sample Clauses

The Special Warrants. 3.1 Each Special Warrant will not be exerciseable until and will be deemed to be exchanged on behalf of the holder on the Effective Date. Each Special Warrant will be deemed to be exchanged, without payment of further consideration, and will entitle the holder to one Unit (consisting of one Underlying Share and one-half of one Warrant). 3.2 The Special Warrants will be subject to the terms and conditions set out in the Special Warrant Indenture, which will include the following terms: (a) The Net Proceeds will not be released to the Issuer until the Escrow Conditions have been satisfied. The Escrow Conditions will generally require that: (i) the Offering and the Arrangement have received the approval of or acceptance by applicable securities and corporate regulatory authorities and the receipt of shareholder and judicial approvals; (ii) the Agent will have completed a due diligence review acceptable to the Agent and obtained satisfactory legal opinions that the Units will be freely tradeable under applicable securities laws and receipt of other relevant certifications and opinion or comfort letters; (iii) there have will not been, in the discretion of the Agent acting reasonably, any material adverse changes in the affairs of the Issuer or the Target prior to the Expiry Time; and (iv) prior to the Expiry Time there will have not been any material changes in the terms of the Arrangement. (b) If the Escrow Conditions are not met prior to the Expiry Time, each Special Warrant will be retracted and the Trustee will return the Offering Proceeds with interest to the holders. (i) On the Effective Date: (ii) the Trustee will release the Net Proceeds to the Issuer; and (iii) upon the deemed exchange of the Special Warrants, the Issuer will deliver certificates representing the Underlying Shares and Warrants to the holders of the Special Warrants or as directed by the Agent.
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The Special Warrants. 13.1 The Corporation agrees that the Special Warrant Agreement shall provide that in the event a receipt for the Final Prospectus is not issued therefor by the Securities Commission in the Qualifying Provinces or an Effective Registration is not filed on or before the Qualification Deadline, then: (a) the Corporation shall immediately deliver written notice to all holders of Special Warrants and the Agent advising them of such event or events; and (b) each holder of a Special Warrant will be entitled to receive, upon exercise and for no additional consideration, a Unit (comprising of 1.1 Common Shares and 0.55 of a Warrant in lieu of 1.0 Common Shares and 0.50 Warrant). For greater certainty, the Corporation acknowledges that the foregoing adjustment shall not derogate from the obligation of the Corporation to continue to use its commercial best efforts to prepare and file the Final Prospectus and obtain a final receipt of the Securities Commission in the Qualifying Province in respect of the Final Prospectus and to file an Effective Registration on or before the Time of Expiry.
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The Special Warrants. Section 2.1 Creation, Form and Issue of Special Warrants 7 Section 2.2 Form of Special Warrants 7 Section 2.3 Terms of Special Warrants 8 Section 2.4 Special Warrantholder not a Shareholder 8 Section 2.5 Special Warrants to Rank Pari Passu 8 Section 2.6 Signing of Special Warrant Certificates 8 Section 2.7 Certification by the Special Warrant Agent 9 Section 2.8 Issue in Substitution for Special Warrant Certificates Lost, etc. 9 Section 2.9 Exchange of Special Warrant Certificates 10 Section 2.10 Transfer and Ownership of Special Warrants 10 Section 2.11 Assumption by Transferee and Release of Transferor 11 Section 2.12 Registration of Special Warrants 11 Section 2.13 Legend Matters and Restrictions on Transfer 12 Section 2.14 Book-Entry Only System and Issue of Certificates 14 Section 2.15 Location and Residence of Special Warrantholders 17 Section 2.16 Cancellation of Surrendered Special Warrants 17
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The Special Warrants. 6 2.1 Creation and Issue of Special Warrants................................6 2.2
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The Special Warrants 
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Related to The Special Warrants

  • Additional Warrants The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Fractional Warrants The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor or any of their affiliates, officers, directors and direct and indirect equityholders; (b) in the case of an individual, by gift to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price at which the Warrants were originally purchased; (f) in the event of the Company’s liquidation prior to consummation of the Company’s Business Combination; or (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however, that, in each case these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Restrictive Legends; Fractional Warrants In the event that a Warrant Certificate surrendered for transfer bears a restrictive legend, the Warrant Agent shall not register that transfer until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the Warrants must also bear a restrictive legend upon that transfer. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the transfer of or delivery of a Warrant Certificate for a fraction of a Warrant.

  • If Other Securities and Warrants Warrant Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [●] Warrants for each [$[●] principal amount] [[●] shares] of Other Securities issued.]

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • Fractional Warrant Shares The Company shall not be required to issue fractional Warrant Shares on the exercise of Warrants. If more than one Warrant shall be exercised in full at the same time by the same Holder, the number of full Warrant Shares which shall be issuable upon such exercise shall be computed on the basis of the aggregate number of Warrant Shares which may be purchasable pursuant thereto. If any fraction of a Warrant Share would, except for the provisions of this Section 3.06, be issuable upon the exercise of any Warrant (or specified portion thereof), the Company shall pay an amount in cash equal to the Current Market Value per Warrant Share, as determined on the day immediately preceding the date the Warrant is presented for exercise, multiplied by such fraction, computed to the nearest whole cent.

  • Private Warrants and Working Capital Warrants The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

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