Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each an “Authorized Representative”) from the Company set forth on Schedule 1 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Canaccord set forth on Schedule 1 attached hereto, as such Schedule 1 may be amended from time to time. The Placement Notice shall be effective upon confirmation by Canaccord unless and until (i) Canaccord declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.
Placement Notice. Each Placement Notice delivered by the Fund to CF&Co shall be deemed to be an affirmation that the representations and warranties made by it in this Agreement are true and correct in all material respects at the time such Placement Notice is delivered, and that the Fund has complied in all material respects with all of the agreements to be performed by it hereunder at or prior to such time.
Placement Notice. Each Placement Notice delivered by the Fund to [-] shall be deemed to be an affirmation that the representations and warranties made by it in this Agreement are true and correct in all material respects at the time such Placement Notice is delivered, and that the Fund has complied in all material respects with all of the agreements to be performed by it hereunder at or prior to such time.
Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Exchange to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company. b.
Placement Notice. The Corporation will notify the Agent with respect to issuance of Units (the “Placement”) by e-mail notice (or other method mutually agreed to in writing by the parties) (the “Placement Notice”) containing the parameters within which the Corporation desires to sell the Units, which shall at a minimum include the number of Units Shares and Warrants to be sold under the applicable placement pursuant to this Agreement. The Agent confirms that the Corporation has delivered and the Agent has accepted a Placement Notice with respect to the issuance of 6,000,000 Units (the “Placement Units”) at a price of $0.25 per Placement Unit (the “Offering Price”) for aggregate gross proceeds of C$1,500,000 (the “Offering”). The Placement Units will consist of one Share (a “Placement Share”) and one half of one Warrant (each whole Warrant, a “Placement Warrant”), with each Placement Warrant entitling the holder thereof to purchase one additional Share (a “Placement Warrant Share”) at a price of C$0.40 for a period of 24 months from issuance, subject to acceleration. If during the life of the Warrants the closing price of the Company’s Common Shares as quoted on the Canadian Securities Exchange (the “CSE”) is equal to or exceeds C$0.60 per Common Share for any 10 consecutive trading days, the Company may provide notice to the holders of the Warrants by issuance of a news release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which the Company issues such news release.
Placement Notice. Each time that the Company wishes to issue and sell Shares hereunder (each, a “Placement”), it will notify Canaccord by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Shares, which shall at a minimum include the number of Shares (“Placement Shares”) to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), a form of which shall be mutually agreed upon by the Company and Canaccord. The Placement Notice shall originate from any of the individuals (each
Placement Notice. The parties agree and acknowledge that the first settlement date resulting from Placement Notice given to Cowen by the Company after the date hereof shall be “First Delivery Date” pursuant to the terms of the Sales Agreement.
Placement Notice. Upon the terms and subject to the conditions set forth herein, on any day on which the Principal Market is open for trading (a “Trading Day”) during the Agency Period on which the conditions set forth in Section 4(a) and Section 4(b) shall have been satisfied, the Company may exercise its right to request an issuance of Shares by delivering to the Agent a Placement Notice; provided, however, that (A) in no event may the Company deliver a Placement Notice to the extent that (I) the sum of (x) the aggregate Sales Price of the requested Issuance Amount (as defined herein), plus (y) the aggregate Sales Price of all Shares issued under all previous Placement Notices effected pursuant to this Agreement, would exceed the Maximum Program Amount; and (B) prior to delivery of any Placement Notice, the period set forth for any previous Placement Notice shall have expired or been terminated. A Placement Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in Schedule A hereto and confirmed by the Company by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Agent may modify the list of such persons from time to time.
Placement Notice. The term "Placement Notice" means the notice on the results of issuance of any New Shares if such notice is filed pursuant to the Standards of Issue.
Placement Notice. The purpose of this Placement Notice is to propose certain terms of the Placement to be entered into with the Clarus Securities Inc. under, and pursuant to, that certain Equity Distribution Agreement between the Corporation and the Agent dated February 23, 2022 (the “Agreement”). The particular Placement to which this Placement Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Placement to which this Placement Notice relates are as follows: Trading Day(s) on which Placement Shares may be [ ] to [ ] Maximum Number of Placement Shares to be Sold in the Aggregate under the Placement: Maximum Number of Placement Shares to be Sold on each Trading Day: [ ] [ ] Minimum price per Placement Share: $[ . ] Placement Fee 2.5% Other instructions: [ ] or [N/A] The Corporation shall be deemed to have affirmed each representation and warranty contained in the Agreement (except only to the extent that any such representation is, by its express terms, limited to a specific date or, with respect to any such representation made or deemed to be made after the date hereof, as otherwise updated, qualified or clarified and expressly disclosed in Schedule A to this Placement Notice) and that the Corporation has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof. Yours very truly, ATMOFIZER TECHNOLOGIES INC. By: Name: [⚫] Title: [⚫] SCHEDULE A TO PLACEMENT NOTICE Exceptions to the representations and warranties made by the Corporation in the Agreement and in any certificates provided pursuant thereto: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ EXHIBIT B OFFICER’S CERTIFICATE I, [name of executive officer], the [title of executive officer] of Atmofizer Technologies Inc. (the “Corporation”), a company existing under the laws of British Columbia, do hereby certify in such capacity and not in my personal capacity, on behalf of the Corporation pursuant to Section 8(m) of the Equity Distribution Agreement dated February 23, 2022 (the “Agreement”) among the Corporation and Clarus Securities Inc. and without personal liability, that, to the best of my knowledge:
