Incentive Warrants. The Incentive Warrants have been duly authorized and validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Inventive Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Incentive Warrants has been duly and validly taken. The shares of Common Stock issuable upon exercise of the Incentive Warrants have been reserved for issuance upon the exercise of the Incentive Warrants and, when issued in accordance with the terms of the Incentive 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.
Incentive Warrants. The Company has issued the Incentive Warrants, in the form filed as an exhibit to the Registration Statement, to the Persons described as recipients thereof in the Sale Preliminary Prospectus.
Incentive Warrants. The Company shall not amend, modify or otherwise change the Incentive Warrants in any material respect without the prior written consent of Representatives.
Incentive Warrants. Section 1.3(d) of the Agreement is hereby amended and restated in entirety to read as follows:
Incentive Warrants. Lender shall receive incentive warrants (the “Bridge Warrants”) as an inducement to enter into this Agreement. Lender shall receive Bridge Warrants for ____________ Common Stock shares upon exercise (based on .33 shares per $1,000 of Note Amount). Bridge Warrants shall have an exercise price of $0.75 per share and shall be convertible into Common Stock at any time over a period of three (3) years from the date of this Agreement.
Incentive Warrants. Immediately prior to the Private Placement, the Company issued to the Initial Stockholders incentive warrants (the "INCENTIVE WARRANTS")to purchase up to an aggregate of 400,000 shares of Common Stock (the "INCENTIVE WARRANT SHARES"). The Incentive Warrants are similar to the public Warrants and will be exercisable for $5.00 per share, except that: (i) they are not exercisable until three months after the Company completes a Business Combination, and then (x) as to 200,000 of such shares, only if the last sales price of the Common Stock equals or exceeds $7.50 per share for any 20 trading days within a 30 trading day period beginning after such initial Business Combination, and (y) as to the remaining 200,000 shares, only if the last sales price of the Common Stock equals or exceeds $9.00 per share for any 20 trading days within a 30 trading day period beginning after such initial Business Combination; (ii) they will expire five years from the date of this Agreement; (iii) they are exercisable on a "cashless basis"; and (iv) they are not redeemable so long as they are held by the initial holder thereof or their respective affiliates.
Incentive Warrants. In addition to the Closing Date Warrants, the persons set out in Exhibit A-4 hereto shall be eligible to receive warrants to purchase one hundred twenty-three thousand two hundred forty-three (123,243) shares of Procera’s Common Stock (the “Incentive Warrants”) if all milestones and conditions set forth in Exhibit C are met. Such warrants shall be granted to the persons and in the numbers set out in Exhibit A-6 and pursuant to a warrant agreement substantially in the of that in Exhibit A-5 hereto (the “Incentive Warrant Agreement”).
Incentive Warrants. The Company has heretofore issued an aggregate of 1,420,000 warrants to purchase Common Stock (the “Incentive Warrants”), of which 946,667 were issued to the Sponsor and of which 473,333 were issued to several officers and directors of the Company (as determined in the sole discretion of the Company). 710,000 Incentive Warrants (allocated pro rata among the holders thereof) will be exercisable for $8.00 per share beginning three months following consummation of a Business Combination if the closing price of the Common Stock equals or exceeds $11.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. The other 710,000 Incentive Warrants will be exercisable by the holders thereof for $8.00 per share beginning three months following the consummation of a Business Combination if the closing price of the Common Stock equals or exceeds $12.00 per share for at least 20 out of any 30 consecutive trading days preceding the date of exercise. Holders of Incentive Warrants shall be entitled to exercise such Incentive Warrants by payment in cash of the exercise price or on a “cashless basis” on the terms set forth in the Incentive Warrants. The Incentive Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the Effective Date. The Incentive Warrants will not be exercisable at any time when a registration statement is not effective and a prospectus is not available for use by the holders of the Warrants. The Incentive Warrants and shares of Common Stock issuable upon exercise of the Incentive Warrants are referred to collectively herein as the “Incentive Securities”.
Incentive Warrants. (a) If, as of the date of execution of any Management Agreement or License Agreement covering any new GCI Concept Facility (the "Initial Incentive Threshold Date"), the aggregate number of GCI Concept Facilities covered by Management Agreements and/or License Agreements entered into on or after the date hereof (the "Aggregate New Facilities") represents more than thirty-five percent (35%) of the then existing Grill-, Daily-, or City-branded restaurants (including all such GCI Concept Facilities) (the "Incentive Threshold"), GCI shall issue to Starwood, promptly after the Initial Incentive Threshold Date, a warrant substantially in the form attached as Exhibit D hereto to purchase a number of shares of Common Stock representing, 0.75 percent (three-quarters of one percent) of the then outstanding shares of Capital Stock of GCI (an "Incentive Warrant") at an exercise price in each case equal to the Fair Market Value of the Common Stock on the Initial Incentive Threshold Date.
Incentive Warrants. The Incentive Warrant may be exercised: (i) with respect to 676,500 of the Incentive Warrants (allocated ratably among the holders thereof), only during the period commencing six months after the consummation by the Company of a Business Combination and (ii) with respect to 338,250 of the Incentive Warrants (allocated ratably among the holders thereof), only during the period commencing on each of nine and twelve months after the consummation by the Company of a Business Combination and terminating with respect to all Incentive Warrants at 5:00 p.m., New York City local time on , 2012. Notwithstanding the foregoing, no Incentive Warrant shall be exercisable unless, at the time of exercise, a registration statement relating to the Common Stock issuable upon the exercise of such Incentive Warrant is effective and current and a prospectus is available for use by the public stockholders and the Common Stock has been qualified or deemed to be exempt under the securities laws of the state of residence of the holder of such Incentive Warrants.
