Common use of TRANSFEREE ACKNOWLEDGMENT Clause in Contracts

TRANSFEREE ACKNOWLEDGMENT. The undersigned transferee (the “Transferee”) acknowledges and agrees that the Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the applicable laws of any such state, relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Each Warrant Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain legends on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities laws. The holder acknowledges and agrees that the Warrants represented by this Warrant Certificate, and the Common Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing restrictive legends shall also bear such legends unless in the opinion of counsel for the holder thereof (which is in form and substance satisfactory to the Corporation and its transfer agent), the securities represented thereby are not, at such time, required by law to bear such legends. The Transferee acknowledges that it shall notify the Corporation prior to any exercise or deemed exercise of the Warrants if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct. Dated the ___ day of ________________, 20___. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized Representative – please print) The Warrants and the Common Shares issuable upon exercise of the Warrants shall only be transferable in accordance with all applicable laws. The Warrants may only be exercised in the manner required by the Warrant Certificate and the subscription form attached thereto. Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. Warrant Certificate Number: 2021-07-2 Number of Warrants: 3,200,000 Issue Date: July 19, 2021 THIS IS TO CERTIFY THAT for value received, FG Agency Lending LLC, of 810 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Warrantholder”) has the right to purchase in respect of each warrant (the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”), upon the release of this Warrant Certificate from escrow by the Company to the Warrantholder, at any time up to 5:00 pm (Pacific time) on the fourth anniversary of the Issue Date (the “Expiry Time”) one fully paid and non-assessable common share (the “Common Shares”) of Body and Mind Inc. (the “Corporation”), a corporation incorporated under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of USD$0.45 per Common Share if exercised on or before the Expiry Time, subject to adjustment as provided herein. The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value. The above provisions are subject to the following:

Appears in 1 contract

Samples: Loan Agreement (Body & Mind Inc.)

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TRANSFEREE ACKNOWLEDGMENT. The undersigned transferee (the “Transferee”) Transferee acknowledges and agrees that the Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the applicable laws of any such state), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsAct. Each Warrant Certificate, and each certificate representing Common Shares Stock issuable upon exercise thereof, shall contain legends a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCorporation), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common SharesStock, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities lawsAct. The holder acknowledges and agrees that the Warrants represented by this Warrant Certificate, and the Common Shares Stock issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legends legend shall also bear such legends legend unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCorporation), the securities represented thereby are not, at such time, required by law to bear such legendslegend. The In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee acknowledges that it shall notify is delivering a written opinion of U.S. legal counsel acceptable to the Corporation prior to any exercise the effect that this transfer of Warrants has been registered under the U.S. Securities Act or deemed exercise of the Warrants if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct. Dated the ___ day of ________________, 20___is exempt from registration thereunder. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized Representative – please printRepresentative) The AMENDMENT NO 1. to WARRANT CERTIFICATE No. 2013-u, Representing u Warrants and the Common Shares issuable upon exercise of the Warrants shall only be transferable in accordance with all applicable lawsDated as Issued on July 30, 2013 THIS is Amendment No. The Warrants may only be exercised in the manner required by the 1 (this “Amendment”) to Warrant Certificate and the subscription form attached theretoNo. Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. Warrant Certificate Number: 20212013-07-2 Number of Warrants: 3,200,000 Issue Date: July 19u, 2021 THIS IS TO CERTIFY THAT for value received, FG Agency Lending LLC, of 810 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “WarrantholderOriginal Warrant Certificate) has ), registered in the right to purchase in respect name of each warrant u, with an address at u, representing u warrants (collectively, the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”), upon for the release purchase of this Warrant Certificate from escrow by the Company to the Warrantholder, at any time up to 5:00 pm (Pacific time) on the fourth anniversary an aggregate of the Issue Date (the “Expiry Time”) one fully paid and non-assessable u shares of common share (the “Common Shares”) stock of Body and Mind Inc. (the “Corporation”)Uranium Energy Corp., a corporation incorporated organized and existing under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price Nevada (the purchase price in effect from time to time being called the Exercise PriceCorporation) of USD$0.45 per Common Share if exercised on or before the Expiry Time, subject to adjustment as provided herein. The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value. The above provisions are subject to the following:).

Appears in 1 contract

Samples: Credit Agreement (Uranium Energy Corp)

TRANSFEREE ACKNOWLEDGMENT. The undersigned transferee (the “Transferee”) Transferee acknowledges and agrees that the Warrants may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the applicable laws of any such state), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsAct. Each Warrant Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain legends a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCompany), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities lawsAct. The holder acknowledges and agrees that the Warrants represented by this Warrant Certificate, and the Common Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legends legend shall also bear such legends legend unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCompany), the securities represented thereby are not, at such time, required by law to bear such legendslegend. The In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee acknowledges is delivering a written opinion of U.S. legal counsel acceptable to the Company to the effect that it shall notify this transfer of Warrants has been registered under the Corporation prior to any exercise U.S. Securities Act or deemed exercise of the Warrants if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct. Dated the ___ day of ________________, 20___is exempt from registration thereunder. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized Representative – please printRepresentative) The Warrants and BODY AND MIND, INC. (the Common Shares issuable upon exercise of the Warrants shall only be transferable in accordance with all applicable laws. The Warrants may only be exercised in the manner required by the Warrant Certificate and the subscription form attached thereto. Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. Warrant Certificate Number: 2021-07-2 Number of Warrants: 3,200,000 Issue Date: July 19“Borrower”), 2021 THIS IS TO CERTIFY THAT for value received, FG Agency Lending LLChereby acknowledges itself indebted and promises to pay to Australis Capital Inc. (hereinafter referred to as the “Lender”), the principal amount of 810 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 $1,600,000 (the “WarrantholderPrincipal Amount”) has in lawful money of Canada in the right manner hereinafter provided at the address of the Lender set forth in Section 8.2, or at such other place or places as the Lender may designate by notice in writing to purchase in respect the Borrower, on the date that is two years from the date of each warrant issuance of this Debenture (the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant CertificateMaturity Date”), upon the release of this Warrant Certificate from escrow by the Company subject to the Warrantholderacceleration in certain events in accordance with Section 3.12 hereof, at any time up and to 5:00 pm (Pacific time) pay interest on the fourth anniversary of the Issue Date (the “Expiry Time”) one fully paid and non-assessable common share (the “Common Shares”) of Body and Mind Inc. (the “Corporation”), a corporation incorporated under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price (the purchase price in effect Principal Amount outstanding from time to time being called owing hereunder to the “Exercise Price”date of payment as hereinafter provided. The Lender has the right, from time to time and at any time prior to 5:00 p.m. (Vancouver Time) on the earlier of: (i) the Business Day (as defined herein) immediately preceding the Maturity Date; and (ii) the Business Day prior to receiving notice of USD$0.45 per a Forced Conversion (as defined herein), to convert all or any portion of the outstanding Principal Amount into Common Share if exercised on or before Shares (as defined herein), at a price, with respect to the Expiry TimePrincipal Amount, equal to the Conversion Price (as defined herein), subject to adjustment as provided hereinin certain events. The Corporation agrees that the Common Shares purchased pursuant Accrued and unpaid interest relating to the exercise debenture shall be calculated and payable semi-annually in accordance with the terms hereof. Unless the Lender exercises the conversion rights attached to this Debenture, including forced conversion, the Principal Amount owing, or the portion of the Warrants Principal Amount which has yet to be converted, together with any amounts now or hereafter payable hereunder including accrued and unpaid interest (collectively, the “Obligations”) shall be due and be deemed to be issued to the Warrantholder as of the close of business payable on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaidMaturity Date in accordance with the terms hereof. Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value. The above provisions are This Debenture is issued subject to the following:terms and conditions appended hereto as Schedule A.

Appears in 1 contract

Samples: Investment Agreement (Body & Mind Inc.)

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TRANSFEREE ACKNOWLEDGMENT. The undersigned transferee (the “Transferee”) Transferee acknowledges and agrees that the Warrants Debentures may not be offered, sold, pledged or otherwise transferred in the absence of: (a) an effective registration statement under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the applicable laws of any such state), relating thereto; or (b) an exemption from the registration requirements of the U.S. Securities Act and applicable state securities lawsAct. Each Warrant Debenture Certificate, and each certificate representing Common Shares issuable upon exercise thereof, shall contain legends a legend on the face thereof, in the appropriate form, setting forth the restrictions on transfer referred to in the Warrant Debenture Certificate, unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCompany), the securities represented thereby are not, at such time, required by law to bear such legend, or in the case of the Common Shares, are transferred pursuant to an effective registration statement under the U.S. Securities Act and the applicable state securities lawsAct. The holder acknowledges and agrees that the Warrants Debentures represented by this Warrant Debenture Certificate, and the Common Shares issuable upon exercise thereof, constitute “restricted securities” under the U.S. Securities Act. If the Transferee acquires the Warrants pursuant to a resale transaction pursuant to Rule 904 of Regulation S under the U.S. Securities Act, then the Transferee acknowledges that the Warrants still continue to be deemed restricted securities and will continue to bear restrictive legends. Any certificate issued at any time in exchange or substitution for any certificate bearing a restrictive legends legend shall also bear such legends legend unless in the opinion of counsel for the holder thereof (which is in form and substance counsel shall be reasonably satisfactory to the Corporation and its transfer agentCompany), the securities represented thereby are not, at such time, required by law to bear such legendslegend. The In connection with this transfer the undersigned transferee (the “Transferee”) certifies that the Transferor or Transferee acknowledges is delivering a written opinion of U.S. legal counsel acceptable to the Company to the effect that it shall notify this transfer of Debentures has been registered under the Corporation prior to any exercise U.S. Securities Act or deemed exercise of the Warrants if the representations, warranties and certifications contained in the Form of Transfer are no longer true and correct. Dated the ___ day of ________________, 20___is exempt from registration thereunder. In the presence of: (Signature of Transferee) (Witness) (Name of Transferee – Please print) (Name of Witness – Please print) (Name and Capacity of Authorized Representative – please print) The Warrants and the Common Shares issuable upon exercise of the Warrants shall only be transferable in accordance with all applicable laws. The Warrants may only be exercised in the manner required by the Warrant Certificate and the subscription form attached thereto. Any securities acquired pursuant to this exercise of Warrants shall be subject to applicable hold periods and any certificate representing such securities may bear restrictive legends. Warrant Certificate Number: 2021-07-2 Number of Warrants: 3,200,000 Issue Date: July 19, 2021 THIS IS TO CERTIFY THAT for value received, FG Agency Lending LLC, of 810 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Warrantholder”) has the right to purchase in respect of each warrant (the “Warrants”) represented by this certificate or by a replacement certificate (in either case this “Warrant Certificate”Representative), upon the release of this Warrant Certificate from escrow by the Company to the Warrantholder, at any time up to 5:00 pm (Pacific time) on the fourth anniversary of the Issue Date (the “Expiry Time”) one fully paid and non-assessable common share (the “Common Shares”) of Body and Mind Inc. (the “Corporation”), a corporation incorporated under the laws of the State of Nevada, as constituted on the date hereof, at an exercise purchase price (the purchase price in effect from time to time being called the “Exercise Price”) of USD$0.45 per Common Share if exercised on or before the Expiry Time, subject to adjustment as provided herein. The Corporation agrees that the Common Shares purchased pursuant to the exercise of the Warrants shall be and be deemed to be issued to the Warrantholder as of the close of business on the date on which this Warrant Certificate shall have been surrendered and payment made for such Common Shares as aforesaid. Nothing contained herein shall confer any right upon the Warrantholder to subscribe for or purchase any Common Shares at any time after the Expiry Time and from and after the Expiry Time the Warrants and all rights under this Warrant Certificate shall be void and of no value. The above provisions are subject to the following:

Appears in 1 contract

Samples: Investment Agreement (Body & Mind Inc.)

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