Liquidity Incentive definition

Liquidity Incentive. If the Company does not file a Non-Offering Prospectus to qualify the Common Shares in Canada and a resale Registration Statement to register the resale of the Common Shares and the Common Shares underlying the Warrants in the United States is not declared effective, within 180 days of Closing the Company shall pay each subscriber 1% of the total subscription amount paid by each subscriber to a maximum of 12%, on a pro-rata basis, payable quarterly.

Liquidity Incentive has the meaning ascribed to such term in section 2 hereof;

Liquidity Incentive. The Company shall file a resale registration statement (the “Registration Statement”) to register the resale of the Shares and the Shares underlying the Warrants, and all prior unregistered securities, in the United States (which shall be filed subsequent to the Closing and not later than 14 days after the Closing. If the Company does not both (i) file and obtain a receipt for a final long form prospectus (the “Final Prospectus”) to qualify the distribution of the Shares and the Warrants underlying the Special Warrants in Canada, and (ii) the Registration Statement is not, for any reason in the reasonable control of the Company, declared effective, all within 90 days of Closing, the Company shall pay each subscriber following the failure to meet such deadline 5% of the total subscription amount paid by each subscriber and an additional 15% if such conditions are not met within 120 days of Closing, payable forthwith upon the expiry of such periods in US Dollars.

Examples of Liquidity Incentive in a sentence

• If the Qualification Date has not occurred on or prior to the Penalty Deadline, the Corporation shall send or cause to be sent to the Trustee and to each registered holder of Special Warrants a written notice advising that such holder has the right to receive, upon the subsequent conversion thereof, one Unit and the Liquidity Incentive pursuant to each Special Warrant and such notice shall be sent within three Business Days after the Penalty Deadline.

• The above-mentioned “gross up” amount, which may become payable to the holder pursuant to this subsection 2.2, shall be returned to the Corporation to the extent of any tax credit or other form of refund or credit received by or credited to the holder subsequent to the date of any such payment in connection with the Liquidity Incentive, provided that such tax credit or refund was directly connected to the payment representing such “gross up”.

• The Trustee shall maintain accurate books, records and accounts of the transactions effected or controlled by the Trustee hereunder and the receipt and disbursement of the Liquidity Incentive and shall provide to the Corporation and the Agent records and statements thereof periodically upon request.

• The above-mentioned “gross up” amount, which may become payable to the Subscriber pursuant to this section 2, shall be returned to the Corporation to the extent of any tax credit or other form of refund or credit received by or credited to the Subscriber subsequent to the date of any such payment in connection with the Liquidity Incentive, provided that such tax credit or refund was directly connected to the payment representing such “gross up”.

More Definitions of Liquidity Incentive

Liquidity Incentive means an amount equal to 1% of the aggregate Purchase Price paid by the holder for the Special Warrants multiplied by the number of months (pro rated for partial months) commencing on the Penalty Deadline and expiring on the later of (a) the Qualification Date, and (b) the date on which the Registration Statement is declared effective by the SEC, subject to the limitations set out in section 2.2(b);