Terms of Contingent Rights Clause Examples for Any Agreement
Terms of Contingent Rights. (a) Subject to adjustment in accordance with Sections 4, 5 and 6, the Contingent Rights shall entitle the Holder to acquire without any further act or formality or payment of additional consideration:
(i) 22,000,000 Common Shares, upon the completion of a transaction resulting in the Company listing its securities on either the New York Stock Exchange or NASDAQ (each, a “US Exchange”), or other transaction resulting in the issuance of shares listed on a US Exchange to shareholders of the Company in exchange their Common Shares (in either case, an “Uplisting Transaction”) if such Uplisting Transaction is completed within twenty-four (24) months from the Closing Date (“Milestone A”);
(ii) 22,000,000 Common Shares, upon the Company (or a successor entity) successfully raising within forty-eight (48) months of the Closing Date in equity and/or debt financing an aggregate of US$8,000,000 or more as of the date of closing of such financing (“Milestone B”); and
(iii) 22,000,000 Common Shares, upon the Company reaching annual revenues of a minimum of US$15,000,000 by December 31, 2028, as shown on the audited financial statement for such periods (and in the case of (ii) and (iii), if applicable, converted into United States dollars using the applicable Bank of Canada conversion rate as of the relevant date(s)) (“Milestone C”), up to a maximum of 66,000,000 Common Shares upon the satisfaction of Milestone A, Milestone B and Milestone C (collectively, the “Milestones” and individually, a “Milestone”).
(b) For the purposes of the Milestone, references to “Company” includes the Company and any Affiliate thereof.
(c) Each Contingent Right shall entitle the Holder thereof to such other rights and privileges as are set forth in this Certificate.
(d) The Company shall not have any obligation to deliver Common Shares pursuant to any Contingent Right if the Contingent Rights are transferred to any person who is a resident of a country or political subdivision thereof in which the Contingent Right Shares may not lawfully be issued pursuant to applicable securities legislation. The Company may require any such person to provide proof of an applicable exemption from such securities legislation to the Company before Contingent Right Shares are delivered pursuant to any Contingent Right.
Terms of Contingent Rights