Equity Warrants Sample Clauses

Equity Warrants. In partial consideration of the rights and licenses granted to Dance by Aerogen under this Agreement, Dance shall:
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Equity Warrants. 27. PURPOSE Vertical is a new aircraft company pioneering technology in UAM. Vertical is currently undertaking a public market listing via a special acquisition company (“SPAC”) in order to raise the capital required to bring our product to market. In recognition of Avolon’s commitment to Vertical to bring product to market, Vertical will issue Avolon with equity warrants in Vertical.
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Equity Warrants. Promptly following the Termination Date or at such earlier time as shall be determined by the Placement Agent, each Purchaser shall be entitled to be issued Unit Warrants (as defined below) as follows. All Units sold in the Offering will contain Unit Warrants (as defined below) to purchase up to the number of shares of Common Stock equal to 15% (rounded to the nearest whole share) of the number of shares of Common Stock underlying the Conversion Securities (as defined below) underlying the principal amount of Notes included in the number of Units purchased by such Purchaser in the Offering (or underlying the Conversion Securities sold directly) (such number of shares of Common Stock, the "Common Equivalent Shares"). In addition, Units purchased prior to the date on which the Mandatory Conversion Event (as defined in the Note) occurs will contain Unit Warrants permitting the purchase of up to an additional 5 % of the Common Equivalent Shares (rounded to the nearest whole share). "Unit Warrants" shall mean warrants exercisable for a period of seven years from the Final Closing Date (as defined below) at an initial exercise price equal to the conversion price per share of Common Stock of the Conversion Securities as in effect on the Final Closing Date. The terms of the Unit Warrants shall be as more fully described in the Warrant Agreement between the Company and ChaseMellon Shareholder Services LLC, as Warrant Agent (the "Warrant Agreement"), a form of which is attached hereto as EXHIBIT C. Furthermore, in the event that the Mandatory Conversion Event does not occur on or before the Termination Date, each Purchaser shall be entitled to receive additional warrants (the "Additional Warrants") to purchase, at an exercise price of $.001 per share of Common Stock, a number of shares of Common Stock equal to 100% (rounded to the nearest whole share) of the Common Equivalent Shares underlying the Units purchased by such Purchaser in the Offering, which Additional Warrants will be exercisable immediately; provided, however, that if by the Termination Date the Company has received proceeds, net of cash fees, commissions and expenses, of at least $20,000,000 but the Exchange Offer has not been open until the expiration of 20 (or, if required by law, 30) business days (i.e., the minimum period required by Federal law), such Additional Warrants will be exercisable beginning on the first day following the end of such statutory period unless the Mandatory Conversion Event...
Sample 1
Equity Warrants. If one or more Equity Warrants shall be exercised at one time by the same Holder, the number of full shares of Common Stock issuable upon exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock issuable. In lieu of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the exercise of such Equity Warrants, the Company shall pay to the Holder of such Equity Warrants an amount in cash (computed to the nearest cent) equal to the Closing Price on the Exercise Date (or the next Trading Day if such date is not a Trading Day) multiplied by the fractional interest that otherwise would have been deliverable upon exercise of such Equity Warrants.
Sample 1
Equity Warrants. If more than one share of Equity Warrants shall be exercised at one time by the same Holder, the number of full shares of Common Stock issuable to such Holder upon exercise thereof shall be computed on the basis of the aggregate number of shares of Common Stock issuable to such Holder. In lieu of any fractional interest in a share of Common Stock which would otherwise be deliverable upon the exercise of such Equity Warrants, the Company shall pay to the Holder of such Equity Warrants an amount in cash (computed to the nearest cent) equal to the Closing Price on the Exercise Date (or the next Trading Day if such date is not a Trading Day) multiplied by the fractional interest that otherwise would have been deliverable upon exercise of such Equity Warrants.
Sample 1
Equity Warrants. The prospectus supplement relating to a particular series of warrants to purchase our common stock or preferred stock will describe the terms of the warrants, including the following: • the title of the warrants; • the offering price for the warrants, if any; • the aggregate number of warrants; • the designation and terms of the common stock or preferred stock that may be purchased upon exercise of the warrants; • if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each security; • if applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable; • the number of shares of common stock or preferred stock that may be purchased upon exercise of a warrant and the exercise price for the warrants; • the dates on which the right to exercise the warrants shall commence and expire; • if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; • the currency or currency units in which the offering price, if any, and the exercise price are payable; • if applicable, a discussion of material U.S. federal income tax considerations; • the antidilution provisions of the warrants, if any; • the redemption or call provisions, if any, applicable to the warrants; • any provisions with respect to a holder’s right to require us to repurchase the warrants upon a change in control or similar event; and • any additional terms of the warrants, including procedures and limitations relating to the exchange, exercise and settlement of the warrants. Holders of equity warrants will not be entitled: • to vote, consent, or receive dividends; • receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or • exercise any rights as stockholders.
Sample 1
Equity Warrants. The term "Equity Warrants," as set forth in Section 1 of the Warrant Agreement is hereby deleted in its entirety and the following definition is substituted in lieu thereof:
Sample 1
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Related to Equity Warrants

  • Company Warrants Immediately following the Pre-Closing Recapitalization but prior to the Effective Time, automatically and without any action on the part of any holder of such Company Warrants, the number of Company Ordinary Shares that were subject to such Company Warrant immediately prior to the Pre-Closing Recapitalization (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) will be adjusted by multiplying such number by the Exchange Ratio, which product shall be rounded to the nearest whole number of shares, and the exercise price per share of such Company Warrant shall be adjusted to an exercise price determined by dividing the per share exercise price of such Company Warrant in effect immediately prior to the Pre-Closing Recapitalization by the Exchange Ratio, which quotient shall be rounded to the nearest whole cent. Immediately thereafter but prior to the Effective Time, each Company Warrant issued and outstanding at such time (and excluding, for the avoidance of doubt, any Company Warrant that has been exercised prior to such time in accordance with its terms either for Company Shares or a cash payment in accordance with the terms thereof) shall be automatically net-share exercised on a cashless basis into Company Ordinary Shares in accordance with the terms of the agreements governing the Company Warrants pursuant to which the Company shall withhold a number of Company Ordinary Shares issuable upon such exercise in order to satisfy the exercise price applicable to such Company Warrants assuming a then price per share equal to the Company Share Value (the “Company Warrant Exercise”). No Company Warrant shall survive the Effective Time and, as of immediately following the Company Warrant Exercise, each such Company Warrant shall be terminated and shall be of no further force or effect.

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • 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.

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [·] shares of Common Stock, representing up to 5% of the Firm Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[·], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Private Warrants On the Closing Date and the Option Closing Date, as applicable, the Private Warrants have been purchased as provided for in the Subscription Agreements and the purchase price for such securities shall be deposited into the Trust Account.

  • Company Options Prior to the Effective Time, the Company shall take all actions necessary and appropriate to provide that, immediately prior to the Effective Time, each unexpired and unexercised option or similar right to purchase Company Common Stock (each, a “Company Option”), under any stock option plan of the Company (including the Company’s 1998 Stock Compensation Program) or any other plan, agreement or arrangement (the “Company Stock Option Plans”), whether or not then exercisable or vested, shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive (as promptly as practicable after the Effective Time), in consideration of the cancellation of such Company Option and in settlement therefor, (i) a payment in cash (subject to any applicable withholding or other taxes required by applicable Law to be withheld) of an amount equal to the product of (A) the total number of shares of Company Common Stock previously subject to such Company Option and (B) the excess, if any, of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, and (ii) whether or not there is any excess of the Initial Common Consideration over the exercise price per share of Company Common Stock previously subject to such Company Option, a number of Common Stock Contingent Value Rights equal to the total number of shares of Company Common Stock previously subject to such Company Option (such amounts payable hereunder being referred to as the “Option Payment”). From and after the Effective Time, any such cancelled Company Option shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the Option Payment, and, prior to the Effective Time, the Company shall obtain all necessary consents to ensure that former holders of Company Options will have no rights other than the right to receive the Option Payment.

  • Common Shares 4 Company...................................................................................... 4

  • Insider Warrants On the Closing Date, the Insider Purchasers shall have purchased the Insider Warrants and the purchase price for such Insider Warrants shall be deposited into the Trust Fund.

  • 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:

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