Call of Warrants by the Company Sample Clauses

Call of Warrants by the Company. If so provided in the Warrant Agreement, the Company shall have the right to call and repurchase any or all Warrants at the price (the "Call Price") and on or after the date (the "Call Date") and upon the terms (the "Call Terms") as shall be established from time to time in or pursuant to resolutions of the Board of Directors of the Company or in the Warrant Agreement before the issuance of such Warrants. Notice of such Call Price, Call Date and Call Terms shall be given to registered holders of Warrants in writing by the Company or the Warrant Agent.
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Call of Warrants by the Company. The Company shall have the right to force the purchase, at the Exercise Price, of any or all Warrants on or after the date (the “Call Date”) on which: (i) the price (“price” shall be determined by taking the average between the bid and ask prices over the preceding five (5) day period) of the Company’s common stock as reported on the Over the Counter Bulletin Board, or other nationally recognized exchange, as the case may be, equals or exceeds 150% of the Exercise Price; and (ii) the average trading volume of the Company’s common stock on the Over the Counter Bulletin Board or other nationally recognized exchange, as the case may be, equals or exceeds 20,000 shares per day over the previous thirty (30) day period (collectively, the “Conditions to Call”). Should the Company determine that the Conditions to Call have been satisfied, the Company shall provide the Holder with written notice of its intent to call the Warrants. The Holder shall have ten (10) days from the date appearing on such notice to exercise the Warrants as specified herein and tender the Exercise Price to the Company. If the Holder fails to exercise the warrants within the specified period, all Warrants issued in the name of Holder shall, without any other action by the Company, terminate.
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Call of Warrants by the Company. The Company shall have the right to redeem any or all of the Warrants at a price per Warrant equal to $12.00 multiplied by the Fraction, as adjusted from time to time as provided in Section 10 hereof (the "Call Price") on or after the third anniversary of the Effective Time. If fewer than all the Warrants are to be redeemed, the Company shall select by lot the Warrants so to be redeemed in such manner as shall be prescribed by the Board of Directors of the Company. The Company shall give the Warrant Agent written notice of the aggregate number of Warrants to be redeemed and the prescribed manner of redemption . Notice of the redemption shall be mailed to the Holders of record not more than 45 days nor less than 15 days prior to the date scheduled for redemption (the "Call Date") and shall be given by the Company to the Warrant Agent prior to or concurrently with the mailing of notice of the redemption to such Holders, all in accordance with the provisions of Section 18 hereof. The notice of redemption also shall be given not more than 45 days nor less than 15 days prior to the Call Date, by publishing it once in The Wall Street Journal (national edition), and such notice shall state the date, place and price of such redemption. Each Holder shall continue to have the right to exercise the Warrant until the close of business, New York time, on the Call Date. No less than one business day prior to the Call Date, the Company shall deposit with the Warrant Agent funds sufficient to purchase all of the Warrants to be redeemed on the Call Date which have not theretofore been exercised.
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Call of Warrants by the Company. Subject to the terms and conditions set forth herein, on any date during the period between the date of this Agreement and the Expiration Date, on or after the first day after the 30 Trading Day (as defined below) average price of the Common Stock exceeds $3.50 per share (the "Call Date"), the Company shall have the right to deliver written notices to the Holder (each, a "Call Notice" and the day a Call Notice is delivered, a "Delivery Date"), providing the Company with an option to call, on the third Trading Day following the receipt of the Call Notice ("the Exercise Date"), any or all Warrants. The Company may not deliver a Call Notice unless and until all of the conditions set forth in Section 2.3 have been satisfied by the Company or waived by the Holder.
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Call of Warrants by the Company. If so provided in the Warrant Agreement, the Company shall have the right to call and repurchase any or all Warrants at the price (the "Call Price") and on or after the date (the "Call Date") and upon the terms (the "Call Terms") as shall be set forth pursuant to Section 1. Notice of such Call Price, Call Date and Call Terms shall be given to registered holders of Warrants in the manner provided in Section 16.
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Call of Warrants by the Company. In the event that the common stock of the Company, or the common stock of the entity with which the Company may exchange its shares or enter into a Change of Control Transaction4, has an average closing market price of Seven Dollars and Fifty Cents ($7.50), or greater, for a period of twenty (20) consecutive trading days (the “Call Terms”), the Company shall have the right to call 25% of the Warrants and require the Holder to purchase 25% of the Warrants (the “Initial Call”). Subsequent to the Initial Call, no subsequent call shall be made prior to the expiration of 90 days (the “90 Day Period”). Provided the Call Terms are met, upon the expiration of the first 90 Day Period, the Company may effect a second call (the “Second Call”), and require the Holder to purchase 25% of the Warrants. Thereafter, upon the expiration of the second 90 Day Period, provided the Call Terms are met, the Company may effect a third call (the “Third Call”), and require the Holder to purchase 25% of the Warrants. Finally, upon the expiration of the third 90 Day Period, provided the Call Terms are met, the Company may effect the final call (the “Final Call”), and require the Holder to purchase the final 25% of the Warrants. The Initial Call, the Second Call, the Third Call and the Final Call shall be collectively referred to herein as the “Calls”. Notwithstanding anything in this Agreement to the contrary, the Calls by the Company shall not be permitted unless and until the Warrant Securities have been registered pursuant to the Securities Act of 1933 (the “Act”). In the event of the Initial Call, the Second Call, the Third Call and/or the Final Call, the Holder shall have the right to purchase up to 25% of the Warrants at a price of Five Dollars ($5.00) per Warrant Security (the “Call Price”) for thirty (30) days from the date upon which notice of a Call is sent by the Company to the Holder (the “Call Date”).
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Call of Warrants by the Company. (i) At any time after the date hereof (including upon delivery of an Exercise Notice under Section 7), the Company shall have the right (the "CALL RIGHT") to call and repurchase from the registered Warrant holders all (but not less than all) Warrants representing Warrant Shares at the price to such holders of $15.00 per underlying Warrant Share (the "CALL PRICE") regardless of the Closing Price of the Common Stock on the date of the Call Notice or Call Date (as such terms are hereinafter defined). If the Company exercises the Call Right pursuant to this Section 12(q), Warrant holders shall not be obligated to pay the Exercise Price in order to receive the Call Price, and to the extent that Warrant holders have tendered the Exercise Price to the Company prior to the Company exercising its Call Right, the Company shall promptly upon the exercise of the Call Right, and in no event later than the Call Date (as hereinafter defined), remit to such Warrant holders the Exercise Price so tendered to the Company in addition to paying such Warrant holders the Call Price. Under no circumstances shall the Company have any right to exercise the Call Right described in this Section 12(q) for less than all Warrants representing Warrant Shares. Notice of the exercise of the Call Right pursuant to this Section 12(q) (a "CALL NOTICE") shall be given in the manner provided for in Section 15 and Section 17 except as otherwise modified hereby. Such notice, specifying the date on which registered holders are to deliver the Warrants in exchange for payment therefor (the "CALL DATE"), will be delivered to the registered holders of the Warrants to be repurchased not more than 10 business days nor less than three business days prior to the Call Date; PROVIDED, HOWEVER, that if the Company determines to exercise its Call Right upon receipt of notice from Warrant holders of their proposed exercise of the Warrants pursuant to and as contemplated by Section 7 hereof, the Company shall deliver the Call Notice by facsimile transmission and make subsequent verbal confirmation of receipt thereof by the close of business of the next business day following receipt by the Company of the Warrant holders' notice to exercise the Warrants, and in such event, the Call Date shall be no later than two business days after the delivery of the Call Notice. On the Call Date, the Warrant holders will deliver the Warrants to the Company in exchange for the delivery by the Company of the payment therefor in...
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Call of Warrants by the Company. In the event that the common stock of the Company, or the common stock of the entity with which the Company may exchange its shares or enter into a Change of Control Transaction3, has an average closing market price of 1 This Agreement expires on the Expiration Date (5:30 P.M., Pacific Standard time, on August 31, 2004). 2 The 2004 Warrant Agreement shall provide the Holder the right to exercise the warrant rights granted therein at any time between September 1, 2004 and 5:30 P.M., Pacific Standard time, on August 31, 2008.
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Related to Call of Warrants by the Company

  • Purchase of Warrants by the Company The Company shall have the right, except as limited by law, other agreement or herein, to purchase or otherwise acquire Warrants at such times, in such manner and for such consideration as it may deem appropriate.

  • Suits by the Corporation The Corporation shall have the right to enforce full payment of the Exercise Price of all Common Shares issued by the Warrant Agent to a Registered Warrantholder hereunder and shall be entitled to demand such payment from the Registered Warrantholder or alternatively to instruct the Warrant Agent to cancel the share certificates and amend the securities register accordingly.

  • COVENANTS BY THE COMPANY The Company covenants and agrees as follows:

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.

  • Optional Purchases by the Corporation Subject to compliance with applicable securities legislation and approval of applicable regulatory authorities, if any, the Corporation may from time to time purchase by private contract or otherwise any of the Warrants. Any such purchase shall be made at the lowest price or prices at which, in the opinion of the directors of the Corporation, such Warrants are then obtainable, plus reasonable costs of purchase, and may be made in such manner, from such persons and on such other terms as the Corporation, in its sole discretion, may determine. In the case of Warrant Certificates, Warrant Certificates representing the Warrants purchased pursuant to this Section 5.1 shall forthwith be delivered to and cancelled by the Warrant Agent and reflected accordingly on the register of Warrants. In the case of Uncertificated Warrants, the Warrants purchased pursuant to this Section 5.1 shall be reflected accordingly on the register of Warrants and in accordance with procedures prescribed by the Depository under the book entry registration system. No Warrants shall be issued in replacement thereof.

  • REPURCHASES BY THE COMPANY Without limiting the generality of Section 2.15, the Company may, from time to time, repurchase Notes in open market purchases or in negotiated transactions without delivering prior notice to Holders.

  • Deliveries by the Company At the Closing, the Company shall deliver to the Buyer the following:

  • Payments by the Company The Company shall use its best efforts to obtain effectiveness of the Registration Statement as soon as practicable. If (i) the Registration Statement(s) covering the Registrable Securities required to be filed by the Company pursuant to Section 2(a) hereof is not filed by the Filing Date or declared effective by the SEC on or prior to one hundred and twenty (120) days from the Filing Date, or (ii) after the Registration Statement has been declared effective by the SEC, sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement, or (iii) the Common Stock is not listed or included for quotation on the Nasdaq National Market ("NASDAQ"), the Nasdaq SmallCap Market ("NASDAQ SMALLCAP"), the New York Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") after being so listed or included for quotation, or (iv) the Common Stock ceases to be traded on the Over-the-Counter Bulletin Board (the "OTCBB") or any equivalent replacement exchange prior to being listed or included for quotation on one of the aforementioned markets, then the Company will make payments to the Investors in such amounts and at such times as shall be determined pursuant to this Section 2(c) as partial relief for the damages to the Investors by reason of any such delay in or reduction of their ability to sell the Registrable Securities (which remedy shall not be exclusive of any other remedies available at law or in equity). The Company shall pay to each holder of the Notes or Registrable Securities an amount equal to the then outstanding principal amount of the Notes (and, in the case of holders of Registrable Securities, the principal amount of Notes from which such Registrable Securities were converted) ("OUTSTANDING PRINCIPAL AMOUNT"), multiplied by the Applicable Percentage (as defined below) times the sum of: (i) the number of months (prorated for partial months) after the Filing Date or the end of the aforementioned one hundred and twenty (120) day period and prior to the date the Registration Statement is declared effective by the SEC, provided, however, that there shall be excluded from such period any delays which are solely attributable to changes required by the Investors in the Registration Statement with respect to information relating to the Investors, including, without limitation, changes to the plan of distribution, or to the failure of the Investors to conduct their review of the Registration Statement pursuant to Section 3(h) below in a reasonably prompt manner; (ii) the number of months (prorated for partial months) that sales of all of the Registrable Securities cannot be made pursuant to the Registration Statement after the Registration Statement has been declared effective (including, without limitation, when sales cannot be made by reason of the Company's failure to properly supplement or amend the prospectus included therein in accordance with the terms of this Agreement, but excluding any days during an Allowed Delay (as defined in Section 3(f)); and (iii) the number of months (prorated for partial months) that the Common Stock is not listed or included for quotation on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX or that trading thereon is halted after the Registration Statement has been declared effective. The term "APPLICABLE PERCENTAGE" means two hundredths (.02). (For example, if the Registration Statement becomes effective one (1) month after the end of such one hundred and twenty (120) day period, the Company would pay $5,000 for each $250,000 of Outstanding Principal Amount. If thereafter, sales could not be made pursuant to the Registration Statement for an additional period of one (1) month, the Company would pay an additional $5,000 for each $250,000 of Outstanding Principal Amount.) Such amounts shall be paid in cash or, at the Company's option, in shares of Common Stock priced at the Conversion Price (as defined in the Notes) on such payment date.

  • Purchase of the Units by the Underwriters On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 30,000,000 Firm Units to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Company grants to the Underwriters the option (the “Over-Allotment Option”) to purchase up to 4,500,000 Additional Units. Such Over-Allotment Option is exercisable in the event that the Underwriters sell more units than the number of Firm Units in the Offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Additional Units (subject to such adjustments to eliminate fractional Units as the Representatives may determine) that bears the same proportion to the total number of Additional Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units. The purchase price payable by the Underwriters for both the Firm Units and any Additional Units is $9.80 per Unit (the “Purchase Price”). The Company is not obligated to deliver any of the Firm Units or Additional Units to be delivered on the applicable Delivery Date, except upon payment for all such Units to be purchased on such Delivery Date as provided herein. In addition to the discount from the public offering price of the Units represented by the Purchase Price set forth above, the Company hereby agrees to pay to the Underwriters a deferred commission of $0.35 per Unit (including both Firm Units and Additional Units) purchased hereunder (the “Deferred Fee”), subject to Section 5(kk) herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Company’s Amended and Restated Certificate of Incorporation and the funds held under the Trust Agreement are distributed to the holders of the Public Shares (the “Public Stockholders”), (a) the Underwriters will forfeit any rights or claims to the Deferred Fee, and (b) the trustee under the Trust Agreement is authorized to distribute the Deferred Fee to the Public Stockholders on a pro rata basis. Notwithstanding anything to the contrary in this Agreement, at the sole and absolute discretion of the Company, a portion of the Deferred Fee up to $0.10 per Unit in the aggregate, or up to $3,000,000 (or $3,450,000 if the Underwriters’ Over-Allotment Option is exercised in full) in the aggregate, may be paid to third parties not participating in the Offering (but who are members of FINRA or regulated broker-dealers) that assist the Company in consummating its initial Business Combination.

  • Closing Deliveries by the Company At the Closing, the Company shall deliver or cause to be delivered to the Purchaser:

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