Determination of Warrant Shares Sample Clauses

Determination of Warrant Shares. The text contained in Section 3.5(b) shall not be modified hereby and shall remain in full force and effect as written in the Merger Agreement.
Sample 1Sample 2
AutoNDA by SimpleDocs
Determination of Warrant Shares. (a) On the Determination Date, Parent shall cause to be delivered to the Purchasers and their special counsel a schedule (the “Preliminary Schedule”) calculating (a) the fully-diluted capitalization of Parent, as of the Closing Date, after giving pro-forma effect to the transactions contemplated by the Combination Documents and (b) the number of shares of Conversion Preferred Stock issuable upon exercise of the Preferred Warrants and the number of shares of Common Stock issuable upon exercise of the Common Warrants. The Common Warrants shall be exercisable into a number of shares of Common Stock representing a percentage of the fully-diluted capitalization of Parent equal to the product of the A-2 Principal Amount and 0.000000275. The Preferred Warrant shall be exercisable into a number of shares of Conversion Preferred Stock representing a percentage of the fully-diluted capitalization of Parent equal to the product of the A-1 Principal Amount and 0.000000275.The Preliminary Schedule shall be in a form substantially similar to Schedule 2.3(a) which shows the pro forma fully-diluted capitalization of Parent as of August 31, 2002 and the number of Warrant Shares that would be issuable with respect to the A-1 Notes and A-2 Notes, if any.
Sample 1Sample 2
Determination of Warrant Shares. This Warrant shall permit the Holder to purchase during the Exercise Period the number of Warrant Shares determined by subtracting the number of shares of Common Stock purchased by the Holder under the Purchase Agreement from the number obtained by dividing the aggregate Purchase Price paid by the Holder for the Units purchase by such Holder under the Purchase Agreement by the Qualified Price.
Sample 1
Determination of Warrant Shares. The text contained in Section 3.5(b) shall not be modified hereby and shall remain in full force and effect as written in the Merger Agreement. Section 2.1(a) of Exhibit E to the Merger Agreement is amended and restated in its entirety to read as follows: "(a) As soon as practicable, but in any event no later than 15 days after the Effective Time, Buyer shall file a "shelf" registration statement pursuant to Rule 415 under the Securities Act (the "Registration Statement") with respect to the Registrable Securities to be issued to the Holders pursuant to the Merger Agreement. Buyer agrees that the Registration Statement will cover, in the event the Minimum Merger Shares are issued in the Merger, 1,332,909 shares of Buyer Class A Common Stock or, in the event the Maximum Merger Shares are issued in the Merger, 3,605,946 shares of Buyer Class A Common Stock. In the event that the number of shares of Buyer Class A Common Stock that are 2 covered by the Registration Statement is less than the number of Registrable Securities, Buyer shall, as promptly as practicable after the issuance of Registrable Securities not covered by the Registration Statement, file an additional "shelf" registration statement and Buyer shall comply with all of its obligations set forth in this Exhibit E with respect to such additional registration statement to the same extent as if such registration statement were the Registration Statement. Buyer shall use its commercially reasonable efforts to (i) have the Registration Statement declared effective on or before the Target Date, and (ii) keep the Registration Statement continuously effective from the date such Registration Statement is declared effective until the Termination Date. # # # The Company represents and warrants to Buyer that this Amendment has been duly executed and delivered by the Company, the form of this Amendment has been approved by the Board of Directors of the Company and a majority of the holders of Company Common Stock and no further corporate authorization on the part of the Company is necessary to consummate the transactions contemplated by this Amendment. This Amendment constitutes a valid and binding agreement of the Company and is enforceable against the Company in accordance with its terms, except to the extent enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether con...
Sample 1

Related to Determination of Warrant Shares

  • Adjustment of Number of Warrant Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price.

  • Reservation of Warrant Shares The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

  • Adjustment of Number of Warrant Shares and Exercise Price The number and kind of Warrant Shares purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:

  • Number of Warrant Shares Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

  • Issuance of Warrant Shares (a) The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request.

  • Adjustment of Exercise Price and Number of Warrant Shares Issuable The number and kind of shares purchasable upon the exercise of Warrants and the Exercise Price shall be subject to adjustment from time to time as follows:

  • ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

  • Adjustment in Number of Warrant Shares When any adjustment is required to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

  • Registration of Warrant Shares (a) If, at any time prior to the close of business on the [fifth][tenth] anniversary of the Effective Date, there is no registration statement in effect for the Warrant Shares, the Company, upon the written request of holders of Warrants and of Warrant Shares representing an aggregate of 51% or more of the Warrant Shares, will file with the Securities and Exchange Commission under the Securities Act, such registration statements and amendments thereto and such other filings as may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a).

  • Authorization of Warrant Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Time is Money Join Law Insider Premium to draft better contracts faster.