Exchange Price means as of any date, $1,000, divided by the Exchange Rate as of such date.
Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.
Adjusted Conversion Price means the lesser of the Fixed Conversion Price or the Floating Conversion Price one day prior to the record date set for the determination of stockholders entitled to receive dividends, distributions, rights or warrants as provided for in Sections 4(c)(ii), (iii) and (iv).
Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.
New Conversion Price means the amount determined in accordance with the following formula, which shall apply from the QTE Effective Date: NCP = ECP * (VWAPAES / VWAPOS) where:
Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.
Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.
Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.
Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.
Common Share Price means the volume weighted average per share trading price of the Common Shares on the TSX for the 10 consecutive Trading Day period ending on the Trading Day immediately before the occurrence of a Trigger Event, or if the Common Shares are not then listed on the TSX, the principal stock exchange on which the Common Shares are then listed or quoted (being the stock exchange with the greatest volume of trading in the Common Shares during the previous six months), or if such shares are not listed or quoted on any stock exchange, or if no such trading prices are available, the Floor Price.
Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.
Current Warrant Price means, in respect of a share of Common Stock at any date herein specified, the price at which a share of Common Stock may be purchased pursuant to this Warrant on such date. Unless and until the Current Warrant Price is adjusted pursuant to the terms herein, the initial Current Warrant Price shall be $2.36 per share of Common Stock.
Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.
Conversion Floor Price Condition means that the relevant Alternate Conversion Price is being determined based on clause (x) of such definitions.
Base Conversion Price shall have the meaning set forth in Section 5(b).
Fixed Conversion Price shall have the meaning set forth in Section 4(b).
Initial Conversion Price has the meaning specified in Section 13.01.
Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.
Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.
Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.
Adjustment Shares shall have the meaning set forth in Section 11(a)(ii) hereof.
Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.
Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.
Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.
Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.
Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.