Special Warrants. IVANHOE MINES LTD. (the "Company") (Continued under the laws of the Yukon Territory) SPECIAL WARRANT CERTIFICATE NO. _________ __________ Special Warrants THIS IS TO CERTIFY that _____________________________________ _____________________________________________________ (the "holder") is entitled to subscribe for, in the manner herein provided, subject to the restrictions contained herein, at any time and from time to time on or prior to 5:00 p.m. Vancouver time (the "Expiry Time"), on the Expiry Date, subject to the adjustments described below, that number of Common Shares which is equal to the number of Special Warrants represented hereby without payment of any additional consideration. The Special Warrants represented by this certificate are issued under and pursuant to a Special Warrant Indenture (the "Indenture") made as of April 24, 2002 between the Company and the Trustee (which expression shall include any successor trustee appointed under the Indenture), to which Indenture (and any amendments thereto and instruments supplemental thereto) reference is hereby made for a full description of the rights of the holders of the Special Warrants and the terms and conditions upon which such Special Warrants are or are to be, issued and held, all to the same effect as if the provisions of the Indenture and all amendments thereto and instruments supplemental thereto were herein set forth and to all of which provisions the holder of these Special Warrants by acceptance hereof assents. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. In the event of any conflict or inconsistency between the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) and the provisions of this Special Warrant Certificate, except those that are necessary by context, the provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) shall prevail. The terms and provisions of the Indenture (and any amendments thereto and instruments supplemental thereto) are incorporated herein by reference. The right to subscribe for Common Shares in the capital of the Company represented hereby may be exercised by either the holder hereof or the Trustee as follows:
Special Warrants. The Special Warrants will be issued pursuant to a special warrant indenture containing standard anti-dilution protections (including in the case of dividends paid in the ordinary course), which protections will be operative from the Closing Date. The Special Warrants are exercisable by the holders thereof at any time after their issuance and, if not previously exercised or repurchased, will be deemed to be exercised immediately prior to 4:30 p.m. (Toronto time) on the business day (the "Qualification Deadline") which is the latest of: (i) the date a registration statement with regard to the resale of the Special Warrants, Unit Shares and Warrants and the issuance of the Warrant Shares is declared effective by the United States Securities and Exchange Commission under the UNITED STATES SECURITIES ACT OF 1933, as amended, and (ii) the date a receipt is issued by the last of the securities regulatory authorities in each of the jurisdictions in Canada set out as Qualifying Jurisdictions in the Term Sheet where purchasers of Special Warrants are resident as at the Closing Date for a final prospectus qualifying the issuance of the Unit Shares and the Warrants for distribution in the Canadian Jurisdictions; and (iii) the day preceding the date the listing of the Company's common shares on The Toronto Stock Exchange becomes effective, being the time its common shares are posted for trading.
Special Warrants. 3.1 The Special Warrants will be issued and registered in the names of the Purchasers or their nominees.
Special Warrants. 2 Closing ........................................................................2
Special Warrants. The Corporation agrees that the Offering Special Warrants, the Broker Special Warrants and the Corporate Finance Special Warrants will be duly and validly created and distributed pursuant to the terms of the Special Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate, respectively. Each Offering Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Special Warrant Indenture, one Common Share and one-half of one Warrant at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. Each Broker Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Broker Special Warrant Certificate, one Underlying Broker Warrant at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. Each Corporate Finance Special Warrant will entitle the holder thereof to acquire, at no additional cost, subject to adjustment as provided for in the Corporate Finance Special Warrant Certificate, one Common Share at any time from the Closing Date until 5:00 p.m. (Vancouver time) at any time prior to the Expiry Time. On the condition that the Corporation has received a Receipt for the Final Prospectus on or before the Penalty Date, any outstanding Special Warrant shall, by its terms, be deemed to have been exercised without any further action on the part of the holder on the third Business Day following the Penalty Date. However, in the event the Corporation has not received a Receipt for the Final Prospectus on or before the Penalty Date, then any outstanding Offering Special Warrant shall, by its terms, be deemed to have been exercised without any further action on the part of the holder on the Expiry Date, and each such holder shall be entitled to receive, at no additional cost and subject to adjustment as set forth in the Special Warrant Indenture, 1.05 Common Shares per Offering Special Warrant (instead of one Common Share) and 0.525 of a Warrant (instead of 0.5 of a Warrant). The Special Warrant Indenture, the Broker Special Warrant Certificate and the Corporate Finance Special Warrant Certificate will each include a provision to the effect that if the Corporation pays a dividend or makes any other distribution in cash or property or securities of the Corporation (including rights, options, or w...
Special Warrants. The Special Warrants will be issued and registered as directed by the Underwriters.
Special Warrants. The date upon which the conversion shall be effective (the “Conversion Date”) shall be deemed to be the date on which the Lender provides written notice to Borrower. The number of Units issuable upon conversion of this Note shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Note and accrued but unpaid interest hereon on the Conversion Date by (y) the Conversion Price then in effect. The calculation by the Borrower of the number of Units to be received by the Lender upon conversion hereof, and of the applicable Conversion Price, shall be conclusive absent manifest error. If any interest in excess of the amount permitted by law is called for in this Note, or is adjudicated to be so, the provisions of this paragraph shall govern, and neither Borrower nor any of Borrower’s successors and assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the amount permitted under Illinois law, and such amounts so paid, at the option of the Lender, shall either be applied against the principal balance of this Promissory Note or rebated to Borrower within thirty (30) days after such determination. A default of this Note shall consist of any payment not made when due or a default on any other obligation Borrower has with Lender. In the event of a default, the unpaid Outstanding Indebtedness of this Note (principal plus accrued interest, penalties and fees, if any) shall be accelerated and become immediately due and payable, and Lender may exercise its rights to any collateral under any security agreement or mortgage made by Borrower for Lender’s benefit, if any. In the event of a default on this Note, Borrower agrees to pay default interest at a rate of 14% per annum, compounded monthly until full payment hereunder is made, including without limitation, all collection costs of Lender, including but not limited to any expenses Lender incurs (i) in locating, storing, repairing, or selling any collateral securing this Note or any other obligation Borrower has with Lender; (ii) reasonable attorneys' fees and legal expenses (whether or not suit is commenced and whether or not incurred in connection with the appeal of a lower court's judgment or order and in collecting any judgment entered hereon); and (iii) any other costs or fees awarded to Lender by a court of competent jurisdiction. Borrower's Initials: ________ All of the rights, remedies, powers and privileges (together, "Rights")...
Special Warrants. 3.1 Each Special Warrant will automatically be exercisable, without further consideration and subject to adjustment as set out below for one Unit on the Automatic Exercise Date. Each Unit will consist of one Common Share and one Warrant; each Warrant will entitle the holder thereof to purchase one Warrant Share at an exercise price of US$0.80 for 36 months following the Closing Date. In the event that the Clearance Date has not occurred on or prior to the Clearance Deadline each unexercised Special Warrant will thereafter be automatically exercised without further consideration for 1.1 Units (instead of one Unit) on the Automatic Exercise Date.
Special Warrants. Each Special Warrant will entitle the holder thereof to acquire, for no further consideration one unit (a “Unit”) until 5:00 p.m. (Toronto time) (the “Expiry Time”) on the earlier of:
Special Warrants. The holders of Special Warrants shall be entitled to receive, upon the exercise thereof and without payment of any additional consideration, one Share for each Special Warrant held, subject to adjustment as described in paragraph (c).
