ANY WARRANT; OR
(III)
BE RESPONSIBLE FOR ANY FAILURE OF THE
CORPORATION TO MAKE ANY CASH PAYMENT OR TO ISSUE, TRANSFER OR DELIVER COMMON
SHARES OR SHARE CERTIFICATES UPON THE SURRENDER OF ANY WARRANTS FOR THE PURPOSE
OF EXERCISE, OR TO COMPLY WITH ANY OF THE COVENANTS CONTAINED IN THIS SECTION
5.04.
ARTICLE SIX
PURCHASES BY THE CORPORATION
Section 6.01
Optional Purchases by the Corporation:
Subject to applicable law, the Corporation may from time to time purchase
Warrants on any stock exchange, in the open market, by private agreement or
otherwise.
Any such purchase may be made in such manner, from such persons, at
such prices and on such terms as the Corporation in its sole discretion may
determine.
Section 6.02
Surrender of Warrant Certificates:
Warrant Certificates representing Warrants purchased pursuant to section 6.01
hereof shall be surrendered to the Warrant Agent for cancellation and shall be
accompanied by a direction of the Corporation to cancel the Warrants represented
thereby.
ARTICLE SEVEN
COVENANTS OF THE CORPORATION
Section 7.01
General Covenants of the Corporation:
The Corporation covenants with the Warrant Agent for the benefit of the Warrant
Agent and the Warrantholders that so long as any Warrants remain outstanding:
(A)
THE CORPORATION WILL AT ALL TIMES USE ITS
COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ITS CORPORATE EXISTENCE, WILL CARRY
ON AND CONDUCT ITS BUSINESS IN A PROPER, EFFICIENT AND BUSINESS LIKE MANNER AND
IN ACCORDANCE WITH GOOD BUSINESS PRACTICE AND CAUSE TO BE KEPT PROPER BOOKS OF
ACCOUNT IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRACTICES;
26
(B)
THE CORPORATION WILL CAUSE CERTIFICATES
REPRESENTING THE COMMON SHARES, IF ANY, FROM TIME TO TIME SUBSCRIBED AND PAID
FOR PURSUANT TO THE EXERCISE OF WARRANTS TO BE ISSUED AND DELIVERED IN
ACCORDANCE WITH THE TERMS HEREOF;
(C)
ALL COMMON SHARES WHICH ARE ISSUED UPON
EXERCISE OF THE RIGHT TO SUBSCRIBE FOR AND PURCHASE PROVIDED FOR HEREIN, UPON
PAYMENT OF THE EXERCISE PRICE HEREIN PROVIDED FOR, SHALL BE FULLY PAID AND
NON-ASSESSABLE SHARES;
(D)
THE CORPORATION WILL RESERVE AND KEEP
AVAILABLE A SUFFICIENT NUMBER OF COMMON SHARES FOR THE PURPOSE OF ENABLING THE
CORPORATION TO SATISFY ITS OBLIGATIONS TO ISSUE COMMON SHARES UPON THE EXERCISE
OF THE WARRANTS, AND ALL WARRANTS SHALL, WHEN COUNTERSIGNED AND REGISTERED AS
PROVIDED HEREIN, BE VALID AND ENFORCEABLE AGAINST THE CORPORATION;
(E)
THE CORPORATION WILL GIVE TO THE
WARRANTHOLDERS, IN THE MANNER PROVIDED IN ARTICLE TWELVE HEREOF, AND TO THE
WARRANT AGENT, NOTICE OF ITS INTENTION TO FIX A RECORD DATE, OR EFFECTIVE DATE,
AS THE CASE MAY BE, FOR ANY EVENT REFERRED TO IN SECTION 5.01 HEREOF WHICH MAY
GIVE RISE TO AN ADJUSTMENT IN THE EXERCISE PRICE OR IN THE NUMBER OF COMMON
SHARES PURCHASABLE UPON THE EXERCISE OF WARRANTS AND, IN EACH CASE, SUCH NOTICE
SHALL SPECIFY THE PARTICULARS OF SUCH EVENT AND THE RECORD DATE, OR THE
EFFECTIVE DATE, FOR SUCH EVENT; PROVIDED THAT THE CORPORATION SHALL ONLY BE
REQUIRED TO SPECIFY IN SUCH NOTICE SUCH PARTICULARS OF SUCH EVENT AS SHALL HAVE
BEEN FIXED AND