Contingent Warrant Clause Samples
A Contingent Warrant clause grants the right to purchase shares or other securities of a company if certain specified events or conditions occur. Typically, these warrants are issued as part of a financing arrangement or as an incentive, and they only become exercisable if the triggering event—such as achieving a financial milestone or a change in company control—takes place. This clause is used to align interests between parties and to provide additional upside or protection, ensuring that the warrant holder benefits if the agreed-upon conditions are met.
Contingent Warrant. In the event that: (i) the Common Stock has not ------------------ been registered by the earlier of (a) June 30, 2000 or the Extended Date, if applicable, or (b) the date of a public announcement prior to June 30, 2000 or the Extended Date, if applicable, of a proposed purchase of VisionAmerica by or business combination of VisionAmerica with a third party other than ICON; and --- (ii) ICON has proceeded in good faith with VisionAmerica to pursue a proposed business combination with VisionAmerica; and (iii) the parties have been unable --- to consummate such business combination by June 30, 2000 or the Extended Date, if applicable, then in such events VisionAmerica agrees to issue in the name of ICON and within five (5) business days to deliver to ICON a warrant (the "Warrant") to purchase 1,000,000 shares of VisionAmerica Common Stock. The exercise price of the Warrant shall be equal to: (x) in the event of an issuance pursuant to (i)(a) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days from March 1, 2000 through June 30, 2000 or the Extended Date, if applicable; and (y) in the event of an issuance pursuant to (i)(b) above, a price equal to the average closing price of VisionAmerica common stock, as reported on NASDAQ, for the trading days beginning March 1, 2000 and ending ten (10) days prior to any announcement made before June 30, 2000, of a transaction described in (i)(a) or (i)(b) of this Paragraph. This Warrant shall expire (i) two years after its issuance, and (ii) at any time that a business combination between ICON and VisionAmerica is consummated. This Warrant may not be sold or assigned by ICON. The Warrant shall be in the form of and shall have the terms and conditions as contained in the form of warrant attached hereto as Exhibit B, and incorporated herein by reference.
Contingent Warrant. In the event that the Required Conditions (as defined below) have been satisfied prior to the Condition Deadline (as defined below), ATS shall, promptly following satisfaction of such Required Conditions, also execute and deliver to Seller the Warrant to Purchase Shares of Common Stock, to be dated the date that such Required Conditions were satisfied, but not exercisable until July 1, 2011, substantially in the form attached hereto as Exhibit F (the "Contingent Warrant"), pursuant to which Seller shall have the right to purchase up to 37,139,233 shares of common stock of ATS (the "Contingent Warrant Stock") at an exercise price equal to the greater of (i) the fair market value as of the date of the Contingent Warrant, which shall be equal to the closing price of the common stock of ATS quoted in the over-the-counter market in which the common stock of ATS is traded on the day immediately prior to the date of the Contingent Warrant; and (ii) $0.05 per share.
Contingent Warrant. (i) In the event that a Listing Event has not occurred by December 31, 2023, then:
(A) the Company agrees to issue to the Purchaser a Common Stock purchase warrant to purchase up to 500,000 shares of Common Stock (the “Contingent Warrant”) at the Contingent Warrant Exercise Price and on the terms set forth in the form of warrant attached as Exhibit 3; and
(B) on the twentieth Trading Day after December 31, 2023, the Company will deliver or cause to be delivered to the Purchaser the Contingent Warrant, duly executed by the Company.
(ii) As a condition to the issuance of the Contingent Warrant, the Purchaser will deliver or cause to be delivered to the Company a certificate stating that the representations and warranties made by the Purchaser in Section 3 of this Agreement are true and correct in all material respects as of the date of such issuance relating to the Contingent Warrant and the Contingent Warrant Shares.
(iii) For purposes of this Agreement, the initial exercise per share of the Contingent Warrant (the “Contingent Warrant Exercise Price”), which such price will be written by the Company on the Contingent Warrant upon issuance, shall equal the lower of:
(A) the volume weighted average closing price per share of Common Stock calculated on the basis of the Closing Sale Price (as defined in the Contingent Warrant) and the trading volume of the Common Stock for each of the twenty consecutive Trading Days ending as of December 31, 2023; provided, however, in the event the Common Stock is not traded on a national securities exchange or the OTC Markets, or a volume weighted average closing price cannot be reasonably calculated for each of such twenty consecutive Trading Days, such price shall be equal to the fair market value of the Common Stock as agreed by the Company and the Holder, or if no such agreement between the parties, then such price shall be determined by an independent valuation firm mutually agreed to by the Company and Holder, and the cost of such independent valuation shall be paid by the Company; or
(B) $2.00.
Contingent Warrant. The Company shall grant to TMC a five year fully vested but contingent warrant (substantially in the form attached hereto as Exhibit "B") to purchase up to 3,762,500 Shares ("Contingent Warrant"), as follows:
A. A warrant to purchase 2,412,500 Shares exercisable on and from the Closing as to 1,912,500 Shares, at an exercise price of $1.32 and, upon the price of the Company's Shares first trading in excess of $3.00 per Share for a period of fifteen (15) consecutive trading days following the date hereof (the "Price Threshold"), the remaining 500,000 Shares shall become exercisable at an exercise price of $3.00 per Share.
B. A warrant to purchase 150,000 Shares at an exercise price of $1.50 per Share, exercisable on and from the Closing Date. Such warrants shall be distributed to BT ▇▇▇▇ ▇▇▇▇▇.
C. A warrant to purchase 200,000 Shares, at an exercise price of $1.50 per Share, provided such warrant shall not be exercisable until the Price Threshold is achieved.
D. A warrant to purchase 1,000,000 Shares exercisable on and from the Closing at an exercise price of $1.32 per Share, provided that such warrant (i) if transferred, may be transferred by TMC to any officer, director, employee or consultant of the Company other than Lehman, Yukelson, ▇▇▇▇▇ or any employee of TMC, (a "Permitted Transferee") and (ii) may only be exercised by a Permitted Transferee and not by TMC.
Contingent Warrant. At or immediately prior to the Closing the Surviving Corporation shall have issued a contingent warrant agreement to Mercury in substantially the form set forth as Exhibit A hereto (the "CONTINGENT WARRANT").
Contingent Warrant. At or prior to Closing, Parent shall have executed and delivered the Contingent Warrants.