Common use of Reclassifications Clause in Contracts

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder of any Special Warrant which is thereafter exchanged will be entitled to receive, and will accept, in lieu of the number of Underlying Securities to which such holder was theretofore entitled upon such exchange, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C), such holder had been the registered holder of the number of Underlying Securities to which such holder was theretofore entitled upon such conversion or exchange. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) with respect to the rights and interests thereafter of the holders of Special Warrants to the end that the provisions set forth in this Section 4.7(c) will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrant. Any such adjustments will be set forth in an indenture supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other events.

Appears in 2 contracts

Samples: Special Warrant Indenture (Ivanhoe Energy Inc), Special Warrant Indenture (Ivanhoe Energy Inc)

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Reclassifications. If and whenever at any time during prior to the Adjustment PeriodExpiry Date, there is (Ai) any reclassification of or amendment to the outstanding Common Subordinate Voting Shares, any change of the Common Subordinate Voting Shares into other shares or any other reorganization of the Company Corporation (other than as described in Section 4.7(bsubsection 11(b) hereof), ; (Bii) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Corporation with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Subordinate Voting Shares, any change of the Common Subordinate Voting Shares into other shares or any other reorganization of the Company, Corporation; or (Ciii) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entityentity (any of such events being herein called a “Capital Reorganization”), then, in each such eventCapital Reorganization, the Holder upon the exercise of each holder of any Special Warrant which is thereafter exchanged will shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Subordinate Voting Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event Capital Reorganization if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Subordinate Voting Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken to so entitle the holder. If necessary as a result of any such eventCapital Reorganization, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special this Warrant. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directorsdirectors of the Corporation, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 2 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement (Green Thumb Industries Inc.)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(bsubsection 11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special Warrant the Warrants evidenced hereby which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property (which may include cash) which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrantthe Warrants evidenced hereby. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 2 contracts

Samples: Subscription Agreement, Subscription Agreement

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(bsubsection 11(b) hereof), or (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special this BEE Warrant which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities BEE Warrant Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities BEE Warrant Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this BEE Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special this BEE Warrant. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 2 contracts

Samples: Release (Anooraq Resources Corp), Warrant Amendment Agreement (Anooraq Resources Corp)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(bsubsection 11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special Warrant the Warrants evidenced hereby which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event as if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrantthe Warrants evidenced hereby. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Issuance Agreement

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company Corporation (other than as described in Section subsection 4.7(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Corporation with or into any other corporation, trust, partnership or other entity resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the CompanyCorporation, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder of any Special Warrant which is thereafter exchanged will be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Units to which such holder was theretofore theretofor entitled upon such exchange, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C), such holder had been the registered holder of the number of Underlying Securities Units to which such holder was theretofore theretofor entitled upon such conversion or exchange. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section subsection 4.7(c) with respect to the rights and interests thereafter of the holders of Special Warrants to the end that the provisions set forth in this Section subsection 4.7(c) will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrant. Any such adjustments will be set forth in an indenture supplemental hereto with the successor to the Company Corporation or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will shall be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will shall provide for adjustments which will shall be as nearly equivalent as may be practicable to the adjustments provided in this Section section 4.7 and which will shall apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other events. The Corporation, its successor or such corporation or other entity, as the case may be, shall also, prior to or contemporaneously with any such event, enter into a supplemental indenture substantially in the form of the Warrant Indenture with respect to the rights and interest thereafter of the holders of the Warrants such that the provisions set forth in the Warrant Indenture shall thereafter correspondingly be made applicable, as nearly as may reasonably be, with any shares or other securities or property to which the holders of the Warrants would be entitled on exercise of acquisition rights thereunder.

Appears in 1 contract

Samples: Nord Resources (Nord Resources Corp)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any ‎any reclassification of, or redesignation of or amendment to the outstanding Common Shares‎Shares, any change or exchange of the Common Shares into other shares or securities or any other ‎other reorganization of the Company (other than as described in Section 4.7(b) hereof)Corporation, (B) any consolidation, amalgamation, arrangement, merger or other form of ‎of business combination of the Company Corporation with or into any other corporation, trust, partnership corporation or other entity ‎entity resulting in any reclassification of, or redesignation of or amendment to the outstanding Common ‎outstanding Shares, any change or exchange of the Common Shares into other shares or ‎securities or any other reorganization of the CompanyCorporation, or (C) any sale, conveyance, lease, exchange ‎exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or ‎or substantially as an entirety to another corporation or entity, then, in each such event‎event, each holder the Holder of any Special this Warrant Certificate which is thereafter exchanged will exercised shall be entitled ‎entitled to receive, and will shall accept, in lieu of the number percentage of Underlying Securities Warrant Shares to which ‎which such holder Holder was theretofore entitled upon such exchangeexercise, a percentage of the kind and number or amount of shares ‎shares or other securities or property which such holder Holder would have been entitled to ‎to receive as a result of such event as if, on the effective date of such event in (A), (B) or (C)record date ‎thereof, such holder Holder had been the registered holder of the number of Underlying Securities Warrant ‎Shares to which such holder Holder was theretofore entitled upon such conversion exercise. For ‎clarity: (i) if there is an event identified in A hereof, the Percentage Factor shall ‎remain unchanged however the nature of the Shares shall change (and "as if issued ‎shares" shall still be counted) and the Exercise Price shall not change; (ii) if there is ‎an event identified in B hereof, and referenced as a consolidation, reclassification ‎or redesignation or exchangeamendment or change or exchange or other reorganization, the ‎Percentage Factor shall remain unchanged, however the nature of the Shares shall change (and "as if issued shares" shall still be counted) and the Exercise Price shall ‎not change; (iii) if there is an amalgamation, arrangement, merger or other form of ‎business combination, the Percentage Factor shall be changed such that it shall be ‎reflective of the percentage of the shares held by the shareholders of the ‎Corporation immediately after the operative event (for example purposes, if ‎shareholders of the Corporation post combination hold 60% of the issued shares; ‎the Percentage Factor shall be reduced to 10 multiplied by 60%) and the ‎Exercise Price shall not change; and (iv) if there is an event identified in C hereof, ‎the Holder shall be entitled to receive the same consideration received by the other ‎shareholders of the Corporation as if the Holder had acquired the Warrant Shares ‎‎(and "as if issued shares" shall not be counted) and the Exercise Price shall not ‎change. If necessary as a result of any such event, appropriate adjustments will be made ‎made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the ‎the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end ‎end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be ‎be made applicable, as nearly as may reasonably be, in the relation to any shares or other ‎other securities or property thereafter deliverable upon the exercise of any Special Warrantthis Warrant ‎Certificate. Any such adjustments will be made by and set forth in an indenture supplemental instrument ‎supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes ‎purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Option Purchase Agreement (Charlotte's Web Holdings, Inc.)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company Corporation (other than as described in Section 4.7(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Corporation with or into any other corporation, trust, partnership or other entity resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the CompanyCorporation, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder of any Special Warrant which is thereafter exchanged will be entitled to receive, and will accept, in lieu of the number of Underlying Securities Common Shares to which such holder was theretofore entitled upon such exchange, the kind and number or amount of shares or other securities or property which such holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C), such holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder was theretofore entitled upon such conversion or exchange. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) with respect to the rights and interests thereafter of the holders of Special Warrants to the end that the provisions set forth in this Section 4.7(c) will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrant. Any such adjustments will be set forth in an indenture supplemental hereto with the successor to the Company Corporation or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other events.

Appears in 1 contract

Samples: Special Warrant Indenture

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company Corporation (other than as described in Section 4.7(bsubsection 12(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Corporation with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the CompanyCorporation, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Warrantholder of any Special Warrant these Warrants which is are thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Warrantholder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Warrantholder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Warrantholder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Warrantholder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Warrantholder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrantthese Warrants. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Agreement (Sandstorm Gold LTD)

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Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares securities or any other reorganization of the Company Issuer (other than as described in Section 4.7(bsubsection 11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Issuer with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares securities or any other reorganization of the CompanyIssuer, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Issuer as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, the Holder upon the exercise of each holder of any Special Warrant which is thereafter exchanged will shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Warrant Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares securities or other securities or property which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Warrant Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special this Warrant. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directorsdirectors of the Issuer, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Share Purchase Agreement

Reclassifications. If and whenever at In the event of any time during the Adjustment Period, there is (Ai) any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization Units of the Company (including in connection with a proposed Public Offering of the Company approved by the Board with respect to which either (A) the managing underwriters advise the Company that in their opinion the capital structure of the Company or its form of legal entity may adversely affect the marketability of the offering or (B) the Board determines that a legal entity other than as described in the Company is the most suitable entity for purposes of effectuating the Public Offering, but excluding a reclassification consisting of solely (x) a unit distribution or dividend of solely Common Units to which Section 4.7(b5.1(b) hereofapplies or (y) a subdivision or combination of solely Common Units to which Section 5.1(a) applies), (Bii) any consolidation, amalgamation, arrangement, consolidation or merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Companyanother Person that does not constitute a Change-of-Control Transaction, or (Ciii) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, thenother similar transaction, in each case which entitled the holders of Common Units to receive (either directly or upon subsequent liquidation and whether in whole or in part) units, securities or assets with respect to or in exchange for Common Units, the Warrants shall, immediately after such eventtransaction, each holder of any Special Warrant which is thereafter exchanged will be entitled to receive, remain outstanding and will acceptshall thereafter, in lieu of or in addition to (as the case may be) the number of Underlying Securities to which such holder was theretofore entitled Common Units then issuable upon such exchangeexercise of the Warrants, be exercisable for the kind and number or amount of shares or other securities or property resulting from such transaction to which such holder the Warrantholders would have been entitled received upon such transaction if the Warrantholders had exercised the Warrants in full immediately prior to receive the time of such transaction and acquired the applicable number of Common Units then issuable upon exercise of the Warrants as a result of such event if, exercise (without taking into account any limitations or restrictions on the effective date exercisability of such event in (Athe Warrants), and, in such case, the Company shall (B) or (C), such holder had been the registered holder of the number of Underlying Securities to which such holder was theretofore entitled upon such conversion or exchange. If necessary as a result of shall cause any such eventother Person to) enter into a supplemental agreement, executed and delivered to the Warrant Agent, in form reasonably satisfactory to the Warrant Agent and the Required Warrantholders, providing for appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) adjustment with respect to the Warrantholders’ rights and interests thereafter of under the holders of Special Warrants to the end insure that the provisions set forth in of this Section 4.7(cAgreement (including Sections 5 and 9 hereof) will shall thereafter correspondingly be made applicable, as nearly as may reasonably bepossible, to the Warrants in the relation to any shares or other securities or property thereafter deliverable acquirable upon the exercise of any Special Warrantthe Warrants. Any such adjustments will be set forth in an indenture supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form The provisions of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will 5.1(c) shall similarly apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other events.

Appears in 1 contract

Samples: Warrant Agreement (Internap Corp)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (A) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(bsubsection 11(b) hereof), (B) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company, or (C) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special this Warrant which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special this Warrant. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Flora Growth Corp.

Reclassifications. If and whenever at any time during the Adjustment Period, there is (Ai) any reclassification of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company Corporation (other than as described in Section 4.7(b) hereof12(b)), (Bii) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company Corporation with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the CompanyCorporation, or (Ciii) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company Corporation as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special this Warrant which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special a Warrant. Any such adjustments will be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directors, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Note Purchase Agreement (Uranerz Energy Corp.)

Reclassifications. If and whenever at any time during the Adjustment Period, there is (Ai) any reclassification of, or redesignation of or amendment to the outstanding Common Shares, any change of the Common Shares into other shares or any other reorganization of the Company (other than as described in Section 4.7(bsubsection 14(b) hereof), (Bii) any consolidation, amalgamation, arrangement, merger or other form of business combination of the Company with or into any other corporation, trust, partnership or other entity corporation resulting in any reclassification of the outstanding Common Shares, any change or exchange of the Common Shares into other shares or any other reorganization of the Company, or (Ciii) any sale, conveyance, lease, exchange or transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or entity, then, in each such event, each holder the Holder of any Special this Warrant Certificate which is thereafter exchanged will exercised shall be entitled to receive, and will shall accept, in lieu of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such exchangeexercise, the kind and number or amount of shares or other securities or property which such holder Holder would have been entitled to receive as a result of such event if, on the effective date of such event in (A), (B) or (C)thereof, such holder Holder had been the registered holder of the number of Underlying Securities Common Shares to which such holder Holder was theretofore entitled upon such conversion or exchangeexercise. If necessary as a result of any such event, appropriate adjustments will be made in the application of the provisions set forth in this Section 4.7(c) subsection with respect to the rights and interests thereafter of the holders Holder of Special Warrants this Warrant Certificate to the end that the provisions set forth in this Section 4.7(c) subsection will thereafter correspondingly be made applicable, as nearly as may reasonably be, in the relation to any shares or other securities or property thereafter deliverable upon the exercise of any Special Warrantthe Warrants. Any such adjustments will may be made by and set forth in an indenture instrument supplemental hereto with the successor to the Company or such corporation or other entity, as applicable, contemporaneously with such reclassification, consolidation, amalgamation, arrangement, merger, other form of business combination or other event and which supplemental indenture will be approved by the directorsboard of directors of the Company, acting reasonably, and will shall for all purposes be conclusively deemed to be an appropriate adjustment and such supplemental indenture will provide for adjustments which will be as nearly equivalent as may be practicable to the adjustments provided in this Section 4.7 and which will apply to successive reclassifications, reorganizations, amalgamations, mergers, other forms of business combination or other eventsadjustment.

Appears in 1 contract

Samples: Private and Confidential (Premium Nickel Resources Ltd.)

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