Exchange Warrants Sample Clauses

Exchange Warrants. Each of the Purchasers shall have received the duly executed Exchange Warrant to be issued to such Purchaser pursuant to Section 2.3 hereof.
Sample 1
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Exchange Warrants. In the event that following the Uplist, without taking into account any reservation obligation set forth in the Exchange Warrants that is similar to the obligation set forth in Section 5(d) of the Pre-Funded Warrants, there is not sufficient unreserved, authorized and unissued Common Stock available for the issuance of the shares of Common Stock issuable upon the exercise of the Exchange Warrants, then, as between the Company and each Buyer, the Company’s obligations in such Buyer’s Exchange Warrants to have reserved and available from its authorized and unissued Common Stock sufficient shares to provide for such issuance of Exchange Warrant Shares upon such exercise shall be suspended to the extent that there is not sufficient unreserved, authorized and unissued Common Stock until the Company sufficiently increases its amount of authorized Common Stock; provided, that such suspension shall be for an amount of Exchange Warrant Shares that is proportionate among all of the Exchange Warrants then outstanding, taken together as a whole and after subtracting from available authorized Common Stock the maximum amount of reserves possible to provide for reserves for any Pre-Funded Warrants. In such event described in this paragraph, each Buyer shall not exercise or transfer any Exchange Warrants to such extent and until such increase in authorized Common Stock, and the Company and such Buyer shall work together in good faith to facilitate with the Transfer Agent the proper form of the issuance of the Exchange Warrants, such as by book entry, and proper transfer restrictions to ensure the Buyer’s compliance with the first part of this sentence. Notwithstanding anything to the contrary in the Exchange Warrants or the Purchase Agreement, if the Company fails to meet the applicable reservation obligation set forth in the Exchange Warrants at any time on or after 120 days after the closing date of the Uplist, the Company shall pay to each Buyer, in cash, as liquidated damages and not as a penalty, provided that the Exchange Warrants are then “in-the-money”, for each $1,000 of Exchange Warrant Shares that are able to be issued upon the exercise of the Exchange Warrants held by such Buyer, taking into account the operation of any provision that limits the issuance of Exchange Warrant Shares due to ownership similar to the restriction set forth in Section 2(e) of the Pre-Funded Warrant at such time, but are not at such time reserved (based on the VWAP (as defined in the ...
Sample 1
Exchange Warrants. In consideration for all warrants to purchase AHC Common Stock held by Sellers (the "AG Warrants") as described on Exhibit 1(d), AHC agrees to transfer to the Sellers, in accordance with their ownership as set forth on Exhibit A, common stock purchase warrants to purchase 100,000 shares of Common Stock of AHC, as further described below (the "Exchange Warrants") and in the form of Exhibit B annexed hereto. The Exchange Warrants shall be dated as of the Closing Date and be exercisable for a period of five years from the Closing Date. The exercise price shall be $5.00 per share, subject to adjustment in the event of corporate events such as stock splits, consolidations and similar events.
Sample 1
Exchange Warrants. The Company and the Purchaser hereby agree that the 216,666 A Warrants shall be exchanged for 650,000 new A Warrants with an exercise price of $1.75 per share.
Sample 1

Related to Exchange Warrants

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

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

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 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:

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representatives (and/or their designees) on the Closing Date option (“Representatives’ Warrants”) for the purchase of an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares (excluding the Option Shares), for an aggregate purchase price of $100.00. The Representatives’ Warrant agreement, in the form attached hereto as Exhibit A (the “Representatives’ 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 120% of the initial public offering price of the Firm Shares. The Representatives’ Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representatives’ Securities.” The Representatives understand and agree that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representatives’ 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 Representatives’ 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 Representatives or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • Forward Purchase Warrants The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.

  • 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 Warrants Each warrant to purchase shares of Company Common Stock (a “Company Warrant”) granted under a warrant agreement of the Company that is outstanding immediately prior to the Effective Time shall, at the Effective Time, cease to represent a right to purchase shares of Company Common Stock and shall at the election of Parent and at the Effective Time, either represent a right to purchase shares of Parent Common Stock or be converted into a warrant to purchase shares of Parent Common Stock (a “Parent Warrant”), in each case on substantially the same terms and conditions as were applicable under such Company Warrant. Prior to the Effective Time, the Company shall take all action necessary to enable Parent to make either of such elections. All Company Warrants issued to Parent and outstanding immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist. The number of shares of Parent Common Stock subject to each such Company Warrant or Parent Warrant, as the case may be, shall be the number of shares of Company Common Stock subject to each such Company Warrant immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded up, if necessary, to the nearest whole share of Parent Common Stock, and such Company Warrant or Parent Warrant, as the case may be shall have an exercise price per share (rounded to the nearest cent) equal to the per share exercise price specified in such Company Warrant divided by the Exchange Ratio. Parent shall reserve for issuance a number of shares of Parent Common Stock at least equal to the number of shares of Parent Common Stock that will be subject to Parent Warrants as a result of the assumption by Parent of Company Warrants as contemplated by this Section 2.5. Notwithstanding the foregoing, any adjustment to the number of shares receivable upon exercise of a Parent Warrant or a Company Warrant or to the exercise price pursuant to this Section 2.5 shall not be duplicative of any such adjustments that occur pursuant to the terms of the underlying Company Warrant.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • New Warrants This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

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