Initial Warrants. The Initial Warrants will be issued in the same form as the Public Warrants but they (i) will not be transferable or salable (subject to certain limited exceptions) until one year after the Company completes a merger, capital stock exchange, asset acquisition or other similar business combination as more fully described in the Company’s Registration Statement (“Business Combination”), (ii) will be exercisable on a cashless basis and may not be called for redemption pursuant to Section 6 hereof, in each case so long as they are held by the Founders or their permitted transferees and (iii) may be exercised for unregistered shares if a registration statement relating to the common stock issuable upon exercise of the warrants is not effective and current.
Initial Warrants. In consideration of VPVP’s obligations under Sections 3 and 4 hereof (other than VPVP’s obligation to provide the Guarantee Extension under Section 3.1 hereof if so requested by Parent pursuant to the terms of Section 3.1 hereof), Parent shall, at the Effective Time, issue VPVP the Initial Warrant or Initial Warrants, such issuance to be allocated among the VPVP affiliates in the manner set forth on Exhibit B attached hereto.
Initial Warrants. Each Buyer’s Debenture shall be accompanied by a number of warrants (“INITIAL WARRANTS”) equal to the Original Principal Amount of the Initial Debenture being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture), multiplied by 150% (the “WARRANT AMOUNT”). The Warrants shall have a seven (7) year term, and shall be in the form of the Warrant annexed hereto as Exhibit D, except that the “Initial Exercise Price,” as defined therein, shall equal the Initial Conversion Price of the Debenture (the “INITIAL WARRANT EXERCISE PRICE”), subject to adjustment as provided therein. In the event that the Company effects a Prepayment Redemption (as defined in the Debenture), the Company shall issue an additional number of warrants (“PREPAYMENT REDEMPTION WARRANTS”) equal to the Original Principal Amount of the Debenture being purchased by such Buyer, divided by the Conversion Price (as defined in the Debenture) in effect at the time of such issuance, multiplied by 50% (the “PREPAYMENT WARRANT AMOUNT”). The Prepayment Redemption Warrants shall be in the form of the Warrant annexed hereto as Exhibit D, except that the “Initial Exercise Price,” as defined therein, shall equal the Conversion Price of the Debenture in effect at the time of issuance of such Prepayment Redemption Warrants, subject to adjustment as provided therein. The Warrants and the Prepayment Redemption Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a five (5) year term. "MARKET PRICE," for any security as of any date, shall have the meaning ascribed to it in the applicable security.
Initial Warrants. The Company agrees to issue a warrant to the Purchaser on the Closing Date (each an "Initial Warrant") in the form attached hereto as Exhibit A (the "Warrant Certificate"), to purchase shares of the Company's common stock, par value $0.01 per share (the "Common Stock"). Each Initial Warrant shall entitle the holder thereof to purchase up to 500,000 Warrant Shares (as defined below) at the price of $1.75 per share.
Initial Warrants. This term is defined in the recitals. ---------------- Intellectual Property. This term is defined in Section 7.01(f). --------------------- --------------- Investors. This term is defined in the preamble. --------- Issuable Warrant Shares. Shares of Common Stock or Other Securities ----------------------- issuable on exercise of the Warrants. Issued Warrant Shares. Shares of Common Stock or Other Securities --------------------- issued upon exercise of the Warrants.
Initial Warrants. The number of shares purchasable by the Subscribers upon exercise of the Initial Warrants ("INITIAL WARRANT SHARES") is increased to an additional 50% of the amount of Initial Warrant Shares purchasable on the issue date of the Initial Warrants on the same terms and conditions as the Initial Warrants ("ADDITIONAL INITIAL WARRANT SHARES"). The Additional Initial Warrant Shares are granted the same rights and benefits as applicable to the Initial Warrant and Initial Warrant Shares except that the Additional Initial Warrant Shares shall be deemed a component of the Registrable Securities as described in this Agreement and accordingly the holder of the Initial Warrant reflecting the right to purchase the Additional Initial Warrant Shares is granted all of the registration rights described in Section 11 of this Agreement in connection with the Initial Warrant and Additional Initial Warrant Shares.
Initial Warrants. Simultaneously with the execution of this Agreement, the Company shall issue to the Purchaser one or more warrant certificates to purchase certain shares of Common Stock. The number of shares of Common Stock purchasable pursuant to the Initial Warrants shall be equal to 250,000 divided by the product of (i) 110% and (ii) the average of the closing bid prices for the five Trading Days immediately preceding the execution of this Agreement. For example, by way of illustration, if the average closing bid price of the Company's common stock for the five Trading Days immediately preceding the date of this Agreement is $0.17 per share, the Initial Warrants shall entitle Purchaser to purchase 1,336,898 shares of Common Stock at $0.187 per share ($0.17 times 110% = $0.187; $250,000 divided by .187 = 1,336,898 shares). The Initial Warrants shall have a term from their initial date of issuance of five years. The exercise price of the Initial Warrants shall be 110% of the average of the closing bid prices of the Common Stock on the Principal Market during the five Trading Days immediately prior to the execution of this Agreement. The Common Stock underlying the Initial Warrants will be registered in the Registration Statement referred to in Section 4.3 hereof. The Initial Warrants may not be exercisable by Purchaser for a period of 180 days following the execution of this Agreement. The Initial Warrants shall be in the form of Exhibit E hereto.
Initial Warrants. At closing of the first transaction, credit facility or equity financing transaction, as contemplated herein, the Company shall issue to the Investment Adviser and/or its designees Warrants to purchase two percent (2%) of the Company's fully diluted common stock at a purchase price of $4.00 (the "Warrant Option"). All Warrants shall expire five (5) years from the date of issuance and shall have "piggy back" and demand registration rights and anti-dilution provisions acceptable to the Investment Adviser.
Initial Warrants. The Initial Warrants shall have the same terms and be in the same form as the Public Warrants, except that (i) 4,351,500 of the Initial Warrants have a Warrant Price (as defined below) of $7.50 per share and 4,351,500 of the Initial Warrants have a Warrant Price of $10.00 per share, (ii) the Initial Warrants will not become exercisable until the last sales price of the Common Stock on The NASDAQ Stock Market LLC, or other national securities exchange on which the Common Stock may be traded, equals or exceeds $11.00 per share (subject to proportional adjustment in the event of any adjustment to the Warrant Price or the number of shares of Common Stock issuable on exercise of each Warrant as provided in Section 4) for any 20 trading days within any 30 trading day period beginning at least 30 days following the consummation of the Business Combination, (iii) the Initial Warrants may be exercised by paying cash or on a cashless basis at the option of an Initial Investor or its Permitted Transferees, (iv) the Initial Warrants are not redeemable so long as they are held by an Initial Investor or its Permitted Transferees, (v) the Initial Warrants will be exercisable even in the absence of an effective registration statement registering the underlying shares of Common Stock, (vi) the Initial Warrants (and the Common Stock issuable upon exercise of such Initial Warrants) may not be sold or transferred, other than to a Permitted Transferee, until 180 days after the consummation by the Company of its Business Combination.
Initial Warrants. 1 Inspectors........................................................................................................ 8 Investor.......................................................................................................... 2
