Legends on Common Shares. (i) Any share certificate representing Common Shares issued upon conversion of a Note that bears the U.S. Restrictive Legend shall bear a legend in substantially the following form (unless agreed by the Company with written notice thereof to the U.S. Trustee and any transfer agent for the Common Shares): THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES [IN THE CASE OF REGULATION S NOTES: PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LAST ORIGINAL ISSUE DATE HEREOF] (1) THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THE SECURITY EVIDENCED HEREBY, EXCEPT (A) TO CANOPY GROWTH CORPORATION (THE “ISSUER”) OR A SUBSIDIARY OF THE ISSUER; (B) UNDER A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT; (C) TO A PERSON THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A ADOPTED UNDER THE SECURITIES ACT) THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, ALL IN COMPLIANCE WITH RULE 144A (IF AVAILABLE); (D) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; OR (E) UNDER ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; AND (2) THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER AND THE TRUSTEES OR TRANSFER AGENT FOR THIS SECURITY, AS APPLICABLE, SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS MAY BE REQUIRED TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX, provided, that if the Common Shares, are being sold in compliance with the requirements of Rule 904 of Regulation S and in compliance with applicable local laws and regulations, the legends may be removed by providing a declaration to the Company and to...
Legends on Common Shares. Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [●], 2014." "WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [●], 2014." provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate bearing none of such legends. The Corporation shall use its reasonable commercial efforts to cause the registrar and transfer agent of the Common Shares to deliver the certificate representing such Common Shares within three business days after receipt of the legended certificate or certificates.
Legends on Common Shares. (a) Any certificate representing Common Shares issued upon the exercise of the Warrants prior to the date which is four months and one day after the date hereof will bear the following legends: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY Schedule C – Form of Warrant 14 BEFORE [INSERT DATE THAT IS 4 MONTHS AND A DAY AFTER ISSUANCE OF THE WARRANTS].” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” provided that at any time subsequent to the date which is four months and one day after the date hereof any certificate representing such Common Shares may be exchanged for a certificate or certificates bearing no such legends. The Corporation hereby covenants and agrees that it will deliver or cause to be delivered a certificate or certificates representing such Common Shares bearing no such legends within three business days after receipt of the legended certificate or certificates.
Legends on Common Shares. If any Bonds are converted into Common Shares as herein provided, the certificate(s) representing the Common Shares shall be endorsed with such legend, if any, as may be prescribed by any exchange upon which the Common Shares are listed or as may be required by any securities regulatory authority having jurisdiction therefor and of which the Company shall have given notice thereof to the Trustee.
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Restricted Debentures pursuant to this ARTICLE 4 or ARTICLE 6 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear a U.S. Legend substantially as set forth in 2.20.1 and Schedule “A-1”; provided that, if any such securities are being issued in exchange for or in substitution of Restricted Debentures which would be eligible under section 2.15.2 to have the U.S. Legend removed, such securities may be issued without such U.S. Legend in accordance with the procedures in subsection 2.15.2; provided, further, that none of the $77,490,400 aggregate principal amount of Debentures initially issued hereunder are Restricted Debentures and any Common Shares issuable upon conversion, repurchase or maturity of such Debentures shall not bear any restricted security legend.
Legends on Common Shares. 8.1 U.S. Legend Any certificate representing Common Shares issued upon the exercise of Warrants to a “U.S. person” as defined in Regulation S under the U.S. Securities Act or to a person in the United States or upon the exercise of Warrants exercised in the United States will bear a legend prohibiting the transfer of such Common Shares except in transactions that are exempt from the registration requirements of the U.S. Securities Act or in transactions outside the United States to which such registration requirements do not apply.
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Restricted Debentures pursuant to this Article 4 or Article 5 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear a U.S. Legend substantially as set forth in subsection 2.20.1; provided that, if any such securities are being issued in exchange for or in substitution of Restricted Debentures which would be eligible under subsection 2.20.1 to have the U.S. Legend removed, such securities may be issued without such U.S. Legend at the written direction of the Company upon the written request of the Holder, with delivery of appropriate certifications, and delivery to the Company, the Indenture Trustee, the Transfer Agent, the Depository, and the transferee’s designated Participant of an opinion of the Company’s United States legal counsel, which shall be provided promptly at the Company’s expense, that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws; provided that in each case the Company’s United States legal counsel may, as to any fact known to the Holder that forms a basis for the opinion, rely conclusively on a certificate provided by such Holder, and shall be entitled to withhold its opinion in the absence of a certificate satisfactory to it regarding such factual matters.
Legends on Common Shares. 10.1 If the Warrantholder is a U.S. Person or exercising the Warrants for the account or benefit of a U.S. Person, or a person in the United States, then the Warrantholder also acknowledges and understands that the certificates representing the Common Shares will be required to be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner in the United States: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT") OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”;
Legends on Common Shares. Each certificate representing Common Shares issued upon conversion or payment thereof of Legended Debentures pursuant to this article 4 or article 5 below, as well as all certificates issued in exchange for or in substitution of the foregoing Common Shares, shall bear the U.S. Legend set forth in section 2.19; provided that if such securities are being sold pursuant to Rule 904 of Regulation S under the 1933 Act, the U.S. Legend may be removed by providing a declaration to the Registrar and Transfer Agent of the Company, as set forth in Schedule “E” hereto (or as the Company may prescribe from time to time); and provided, further, that, if any such securities are being sold in accordance with Rule 144 of the 1933 Act or in accordance with another exemption, if available, from the registration requirements of the 1933 Act, the U.S. Legend may be removed by delivery to the Registrar and Transfer Agent and to the Company of an opinion of counsel of recognized standing, such opinion and counsel to be reasonably satisfactory to the Company, that such legend is no longer required under applicable requirements of the 1933 Act or state securities laws. Provided that the Registrar and Transfer Agent of the Company for such securities obtains confirmation from the Company that such opinion or other documentation is satisfactory to the Company, it shall be entitled to rely and act on such opinion of counsel or other documentation without further inquiry.
Legends on Common Shares. Certificates representing Common Shares or other shares, securities or property issued upon the conversion of the Warrant Shares represented by this Warrant Certificate will bear such legends as counsel to the Corporation considers necessary or appropriate.
