The Warrant and the Sample Clauses

The Warrant and the. Common Stock issued upon the exercise of the Warrant shall be subject to a put option by JRP (the "Put Option"). JRP, in its sole discretion, shall have the right and option to have the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the difference between the Purchase Price and the then current Fair Market Value (the "Warrant Put Price"); and JRP, in its sole discretion, shall have the right and option to have all of the Common Stock issued upon the exercise of the Warrant redeemed by the Company at the greater of: (i) $100,000.00 or (ii) the then current Fair Market Value of such Common Stock (the "Stock Put Price") (in each respective case the "Put Price"). In the event that the Put Option is exercised and JRP has partially exercised this Warrant such that it is a Holder of both Warrants and Common Stock, the Put price shall be the sum of the number of unexercised Warrants over the original number of Warrants multiplied by the amount of the Warrant Put Price had the warrant remained completely unexercised, plus the number of Shares issued upon exercise over the number of Shares originally Issuable under the Warrant multiplied by the amount of the Stock Put Price had the Warrant been completely exercised. In making such determination adjustments to the number of Warrants and Shares provided for in the Warrant shall be taken into account. For purposes of this Section 3.6, the term "fair market value" of such Common Stock shall mean the average trading price for the Common Stock over the ten (10) days immediately prior to the date of the Put Notice reported on the Nasdaq, or if the Common Stock is not reported on the Nasdaq then as reported on any nationally recognized securities exchange, or if not reported on any nationally recognized securities exchange then as reported on the over the counter market. Upon provision by JRP of written notice to the Company of JRP's exercise of the Put Option (the "Put Notice"), the Company shall pay to JRP the Put Price in cash. JRP's Put option shall not be exercisable (except as described below) until the earlier of: (x) thirteen (13) months following a registration of the Common Stock by filing a registration statement in compliance with the Securities Act; or (y) January 31, 2000; provided, however, that JRP agrees to provide the Company notice six months prior to the exercise of the Put Option, which notice shall be non-binding on JRP.
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Related to The Warrant and the

  • The Warrant Agreement The Warrant Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

  • Notice to the Corporation and the Warrant Agent (a) Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation or the Warrant Agent shall be deemed to be validly given if delivered, sent by registered letter, postage prepaid or if emailed:

  • The Warrant Agent (a) The Company agrees to pay to the Warrant Agent reasonable compensation for all services rendered by it hereunder and, from time to time, on demand of the Warrant Agent, its reasonable expenses and counsel fees and other disbursements incurred in the administration and execution of this Agreement and the exercise and performance of its duties hereunder, as set forth in the Fee Schedule provided to the Company and attached hereto as Schedule 1.

  • The Warrant Certificates for the Warrants shall be issued in registered form only. The text of the Warrant Certificate, including the form of assignment and subscription printed on the reverse side thereof, shall be substantially in the form of Exhibit A annexed hereto, which text is hereby incorporated in this Agreement by reference as though fully set forth herein and to whose terms and conditions the Company and the Warrant Agent hereby agree. Each Warrant Certificate shall evidence the right, subject to the provisions of this Agreement and of such Warrant Certificate, to purchase the number of validly issued, fully paid and non-assessable shares of Common Stock, as that term is defined in Section 1.05 of this Agreement, stated therein, free of preemptive rights, subject to adjustment as provided in Article III of this Agreement.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • The Warrant Shares The shares of Common Stock issuable upon exercise of the Warrants included in the Units and the Private Placement Warrants have been duly authorized by the Company and, when issued and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, as applicable, and the Warrant Agreement, will be duly and validly issued and delivered, will be fully paid and nonassessable; and such shares of Common Stock have been duly authorized by the Company and validly reserved for issuance. The holders of such shares of Common Stock will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not, and at the time such shares are issued will not be, subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such delivery at the time of issuance) has been duly and validly taken.

  • Representative’s Warrant Agreement On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Warrant Agreement.

  • Warrants and Issuance of Warrant Certificates (a) A Warrant shall initially entitle the Registered Holder of the Warrant Certificate representing such Warrant to purchase one share of Common Stock upon the exercise thereof, in accordance with the terms hereof, subject to modification and adjustment as provided in Section 8.

  • Subsequent Issue of Warrant Certificates Subsequent to their original issuance, no Warrant Certificates shall be reissued except (i) Warrant Certificates issued upon transfer thereof in accordance with Section 4 hereof, (ii) Warrant Certificates issued upon any combination, split-up or exchange of Warrant Certificates pursuant to Section 4 hereof, (iii) Warrant Certificates issued in replacement of mutilated, destroyed, lost or stolen Warrant Certificates pursuant to Section 5 hereof, (iv) Warrant Certificates issued upon the partial exercise of Warrant Certificates pursuant to Section 7 hereof, and (v) Warrant Certificates issued to reflect any adjustment or change in the Exercise Price or the number or kind of shares purchasable thereunder pursuant to Section 22 hereof. The Warrant Agent is hereby irrevocably authorized to countersign and deliver, in accordance with the provisions of said Sections 4, 5, 7 and 22, the new Warrant Certificates required for purposes thereof, and the Company, whenever required by the Warrant Agent, will supply the Warrant Agent with Warrant Certificates duly executed on behalf of the Company for such purposes.

  • Warrant Subscription Agreement The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

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