Commitment Warrant Sample Clauses

A Commitment Warrant clause serves to guarantee that a party has the authority and intention to fulfill the obligations outlined in an agreement. In practice, this clause requires the warranting party to affirm that they are legally empowered to enter into the contract and that all necessary internal approvals have been obtained. By including this clause, the agreement ensures that both parties can rely on the validity and enforceability of the commitments made, thereby reducing the risk of disputes over authority or capacity to contract.
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Commitment Warrant. (a) In consideration for the Backstop Commitment, and contingent upon closing the Rights Offering (but regardless of whether all or any portion of the Backstop Commitment is funded), the Company will issue to the Backstop Investor the right to purchase a minimum of 750,000 shares of Common Stock (the “Commitment Warrant”). The Commitment Warrant will have an exercise price equal to $1.50 , will have a term of five (5) years and will not be exercisable for a period of 180 days of the date of this Agreement. The Commitment Warrant will otherwise be substantially in the form of warrants issued by the Company to the Backstop Investor pursuant to the Warrant Exercise Agreement. The form of Commitment Warrant is attached hereto as Exhibit A and incorporated herein by this reference. (b) In the event the Backstop Investor determines, in its sole discretion, to fund more than $6 million pursuant to this Agreement, as determined by the Backstop Investor in its sole discretion, the Company will increase the Commitment Warrant Shares by that number of shares equal to 12.5% of funding amount in excess of $6 million.
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Commitment Warrant. Exercise Price is equal to one hundred and twenty percent (120%) of the lower of: (i) the lowest closing VWAP of the fifteen (15) trading days immediately preceding the First Closing Notice; or (ii) the lowest closing VWAP of the fifteen (15) trading days immediately preceding the signing of the Term Sheet, having regard for any adjustments made in accordance with the terms of the Commitment Warrants and provided that under no circumstances shall the Commitment Warrant Exercise Price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares are listed for trading, which is presently the CSE;
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Commitment Warrant. In partial consideration hereof, contemporaneously herewith, the Company shall issue and deliver to Investor a warrant (the "Commitment Warrant") in the form attached hereto as Exhibit U, or such other form as agreed upon by the parties, to purchase 500,000 shares of Common Stock. The Commitment Warrant shall be immediately exercisable in accordance with its terms, conditions and limitations, and shall have a term beginning on the date of issuance and ending on date that is five (5) years thereafter. The Warrant Shares shall be registered for resale pursuant to the Registration Rights Agreement. The Investment Commitment Opinion of Counsel shall cover the issuance of the Commitment Warrant and the issuance of the common stock upon exercise of the Commitment Warrant. Notwithstanding any Termination or Automatic Termination of this Agreement, regardless of whether or not the Registration Statement is or is not filed, and regardless of whether or not the Registration Statement is approved or denied by the SEC, the Investor shall retain full ownership of the Commitment Warrant as partial consideration for its commitment hereunder.
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Commitment Warrant. Borrower shall issue Lender a fully vested five-year warrant (the “Commitment Warrant”) at the Closing in the form of Exhibit B attached hereto, to purchase 500,000 shares of Common Stock at an exercise price per share equal to the average of the Common Stock’s closing price on The Nasdaq Capital Market for the 20 trading-day period ending February 6, 2009, or $1.376 per share.
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Commitment Warrant. In consideration of the Facility B Commitment, the Borrower agrees to grant to the Bank on the Closing Date warrants to purchase 55,000 shares of the common stock of the Borrower on the terms and conditions set forth in the Warrantholders Rights Agreement and as evidenced by the Warrants.
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Commitment Warrant. Exercise Price is equal to one hundred and twenty percent (120%) of the lowest closing VWAP of the ten (10) trading days immediately preceding the First Closing Date (rounded down to the nearest 1/100th), provided that under no circumstances shall the Commitment Warrant Exercise Price be less than the minimum price permitted under applicable law or the rules of any exchange on which the Common Shares of the Corporation are listed for trading;
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Commitment Warrant. On the Execution Date, the Company shall issue to the Investor, a four (4) year warrant ("COMMITMENT WARRANT") to purchase 500,000 Shares with an exercise price equal to the lesser of (x) 110% of the average closing bid price for the thirty (30) Trading Days immediately preceding the Execution Date or (y) 110% of the closing bid price on the 180th calendar day following the Execution Date (or the next Trading Day if such date is not a Trading Day) or (z) 110% of the closing bid price on the 365th calendar day following the Execution Date (or the next Trading Day if such date is not a Trading Day). The Warrant will be exercisable anytime after its issuance and will be exercisable on a cash basis only. Any portion of the Warrant that is exercised will not be entitled to a reset at a lower price. The Common Stock underlying the Commitment Warrant shall be included in the Registration Statement.
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Related to Commitment Warrant

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Commitment Shares On or before the Closing Date, the Company shall issue the Commitment Shares to the Buyer.

  • Placement Warrants The Placement Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Placement Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Placement Warrants have been reserved for issuance upon the exercise of the Placement Warrants and, when issued in accordance with the terms of the Placement Warrants, will be duly and validly authorized, validly issued, fully paid and non-assessable, and the holders thereof are not and will not be subject to personal liability by reason of being such holders.

  • Private Placement Warrants The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof: (a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of our initial Business Combination; (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

  • Issuance of Commitment Shares Immediately upon the execution of this Agreement, the Company shall issue to the Investor as consideration for the Investor entering into this Agreement 75,000 shares of Common Stock (the "Initial Commitment Shares") and shall deliver to the Transfer Agent a letter in the form as set forth as Exhibit E attached hereto with respect to the issuance of the Initial Commitment Shares. In connection with each purchase of Purchase Shares hereunder, the Company agrees to issue to the Investor a number of shares of Common Stock (the “Additional Commitment Shares” and together with the Initial Commitment Shares, the “Commitment Shares”) equal to the product of (x) 225,000 and (y) the Purchase Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase Amount purchased by the Investor with respect to such purchase of Purchase Shares and the denominator of which is Five Million Dollars ($5,000,000). The Additional Commitment Shares shall be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. The Initial Commitment Shares shall be issued in certificated form and shall bear the Restrictive Legend The Investor agrees that the Investor shall not pledge, transfer or sell the Commitment Shares until the earlier of (a) 600 Business Days (30 Monthly Periods) from the date hereof or (b) the date on which this Agreement has been terminated, provided, however, that such restrictions shall not apply: (i) in connection with any transfers to or among affiliates (as defined in the Exchange Act), or (ii) if an Event of Default has occurred, or any event which, after notice and/or lapse of time, would become an Event of Default, including any failure by the Company to timely issue Purchase Shares under this Agreement. Notwithstanding the forgoing, the Investor may transfer Commitment Shares to a third party in order to settle a sale made by the Investor where the Investor reasonably expects the Company to deliver additional Purchase Shares to the Investor under this Agreement so long as the Investor maintains ownership of the amount of Commitment Shares received up to that point by "replacing" such Commitment Shares so transferred with new Purchase Shares when the new Purchase Shares are actually issued by the Company to the Investor.