The Warrant Subscription Agreement is a critical document used in Canadian corporate finance transactions where companies issue warrants as part of their capital raising strategy or as incentives to investors. This agreement is commonly implemented alongside equity financings, debt conversions, or as standalone warrant offerings. The document must comply with Canadian securities laws, including provincial Securities Acts and national instruments governing prospectus exemptions and resale restrictions. A properly structured Warrant Subscription Agreement will detail all material terms of the warrant issuance, including exercise price, term, adjustment provisions, and transfer restrictions, while incorporating necessary compliance measures for Canadian securities regulations. It's particularly important in private placements, strategic investments, and other corporate transactions where warrants are used as additional consideration or investment incentives.
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1. Parties: Identification of the issuing company and the warrant subscriber(s)
2. Background: Context of the warrant issuance and relationship to any underlying financing or transaction
3. Definitions: Key terms used throughout the agreement including 'Warrant Shares', 'Exercise Price', and 'Expiry Date'
4. Subscription and Issue of Warrants: Terms of warrant subscription, including number of warrants, price (if any), and issuance details
5. Exercise of Warrants: Process and conditions for exercising warrants, including exercise price, mechanics, and timing
6. Representations and Warranties of the Company: Company's confirmations regarding authority, valid issuance, and compliance with laws
7. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding investment capacity, sophistication, and compliance
8. Adjustment Provisions: Mechanisms for adjusting warrant terms in response to corporate actions like stock splits or reorganizations
9. Transfer Restrictions: Limitations on the transfer of warrants and compliance with securities laws
10. Notices: Communication procedures between parties
11. General Provisions: Standard clauses including governing law, amendments, and assignment
1. Registration Rights: Include when subscriber requires rights to register warrant shares for public trading
2. Tag-Along Rights: Include when warrant holders are given rights to participate in future sales of shares
3. Multiple Closings: Include when warrants will be issued in tranches or to multiple subscribers
4. Investor Rights: Include when subscribers are granted additional rights like board representation or information rights
5. Anti-Dilution Protection: Include when warrantholder is protected against dilution from future issuances
6. Cashless Exercise Provisions: Include when allowing exercise without cash payment through share surrender
7. Forced Exercise Provisions: Include when company can force exercise under specific conditions
1. Form of Warrant Certificate: Template of the physical or electronic warrant certificate to be issued
2. Exercise Notice: Form to be completed by warrantholder when exercising warrants
3. Warrant Terms and Conditions: Detailed terms governing the warrants, including all adjustment provisions
4. Subscription Form: Form capturing subscriber details and subscription amounts
5. Accredited Investor Questionnaire: Form confirming subscriber's status as an accredited investor
6. Registration Rights Agreement: If applicable, detailed terms of registration rights
7. Corporate Resolutions: Evidence of corporate approval for warrant issuance
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