ISSUANCE OF WARRANTS; FORM OF WARRANT. The Company will issue and deliver the Warrants to Shansby Partners, or to an affiliate thereof designated by Shansby Partners (together with successors of Shansby Partners, the "Warrant Holder(s)"), upon the consummation of the Initial Public Offering. The number of Warrants to be issued and delivered shall be 350,000. The text of each Warrant, as well as the purchase form and each assignment form to be printed on the reverse thereof shall be substantially as set forth in Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the signature of the present or any future Chairman of the Board, President, Treasurer or Vice President of the Company, under its corporate seal, affixed or in facsimile, attested by the signature of the present or future Secretary or an Assistant Secretary of the Company. A Warrant bearing the signature of individuals who were at any time the proper officers of the Company shall bind the Company notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the delivery of such Warrant or did not hold such offices on the date of this Warrant Agreement. Warrants shall be dated as of the date of execution thereof by the Company either upon initial issuance or upon division, exchange, substitution or transfer. The number of shares of Common Stock purchasable hereunder and the Exercise Price (as defined in Section 6 hereof) payable therefor, are subject to adjustment as hereinafter set forth.
ISSUANCE OF WARRANTS; FORM OF WARRANT. The Company will issue and deliver to the Representative, Warrants to purchase 100,000 Warrant Shares on the Closing Date referred to in the Underwriting Agreement in consideration for, and as part of the Representative's compensation in connection with, the Representative acting as the representative of the several underwriters for the Public Offering pursuant to the Underwriting Agreement. The text of the Warrants and of the form of election to purchase shares shall be substantially as set forth in EXHIBIT A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman of the Board, President or Vice President of the Company, under its corporate seal, affixed or in facsimile, attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of the Company. Warrants bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any one of them shall have ceased to hold such offices prior to the delivery of such Warrants or did not hold such offices on the date of this Agreement. Warrants shall be dated as of the date of execution thereof by the Company either upon initial issuance or upon division, exchange, substitution or transfer.
ISSUANCE OF WARRANTS; FORM OF WARRANT. The Company will issue, sell and deliver the Underwriter Warrants to the Underwriter or its bona fide officers for an aggregate price of $250.00. The form of the Underwriter Warrants and the form of election to purchase Shares to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Underwriter Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chief Executive Officer, President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.
ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Representative or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Representative or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and of the form of election to purchase Shares to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.
ISSUANCE OF WARRANTS; FORM OF WARRANT. On the Closing Date the Company will issue, sell and deliver the Warrants to the Underwriter or its bona fide officers for an aggregate price of $100. The Warrants shall be issued to the Underwriter or such designees in the amounts set forth on Schedule I attached hereto. The form of the Warrant and the Form of Election to Purchase attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company. The Underwriter and each other Holder, severally and not jointly, represents and warrants to the Company that (i) such Holder is acquiring the Warrants, and any Shares acquired upon exercise of any Warrants, for such Holder's own account and not with a view to, or for sale in connection with, any distribution of the Warrants or any shares of Common Stock, unless such distribution is registered or exempt from registration under the Securities Act of 1933, as amended (the "Act"), and any applicable state and foreign securities or blue sky laws and (ii) such Holder is aware that the Warrants and the Shares have not been registered under the Act or the securities or blue sky laws of any state or other jurisdiction, and that the Warrants may not be exercised and the Warrants and the Shares may not be resold (and the Holder covenants not to resell them) unless they are registered under applicable federal and state securities laws or unless exemptions from all such applicable registration requirements are available, and that the Warrants and the Shares will be legended to indicate the foregoing restrictions.
ISSUANCE OF WARRANTS; FORM OF WARRANT. Sheridan will issue and deliver the Warrants to JEDI I, or to an affiliate thereof designated by JEDI I, on the date of Closing referred to in the Purchase Agreement. The aggregate number of Warrants to be issued and delivered shall be 67,500. The Warrants shall be exercisable on or after the date of Closing referred to in the Purchase Agreement. The text of the Warrant, the purchase form and assignment form to be printed on the reverse thereof shall be substantially as set forth in the Warrant Certificate attached as Exhibit A hereto. The Warrants shall be executed on behalf of Sheridan by the manual or facsimile signature of the President or a Vice President of Sheridan, attested by the manual or facsimile signature of the Secretary or an Assistant Secretary of Sheridan. A Warrant bearing the manual or facsimile signature of individuals who were at any time the proper officers of Sheridan shall bind Sheridan notwithstanding that such individuals or any of them shall have ceased to hold such offices prior to the delivery of such Warrant or did not hold such offices on the date of this Warrant Agreement. Warrants shall be dated as of the date of execution thereof by Sheridan either upon initial issuance or upon division, exchange, substitution or transfer.
ISSUANCE OF WARRANTS; FORM OF WARRANT. On March 24, 1997, the Company shall issue, sell and deliver the Warrants to ADAR or its bona fide officers, principals or affiliates. The form of the Warrant and of the form of Election to Purchase to be attached thereto shall be substantially as set forth on Exhibit A attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman or Co-Chairman, President or any Vice President of the Company, under its corporate seal, affixed or in facsimile, and attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.
ISSUANCE OF WARRANTS; FORM OF WARRANT. (a) On the date hereof, the Company will issue and deliver to each Initial Registered Holder its Warrants, which shall be in the form of Exhibit A (the "Initial Warrant") and Exhibit B (the "Second Warrant"), respectively.
ISSUANCE OF WARRANTS; FORM OF WARRANT. As more fully set forth below, the Company will issue, sell and deliver the Warrants to the Representative or its bona fide officers or partners, as named by the Representative in accordance with Section 5(p) of the Underwriting Agreement, for an aggregate price of $1.00, concurrently with the closing (the "Closing") under the Underwriting Agreement relating to the public offering, pursuant to a registration statement on Form SB-2 (File No. 333-39111) (the "Registration Statement"), of 1,900,000 shares of Common Stock (plus an option to purchase up to an additional 285,000 shares of Common Stock to cover over-allotments) (the "Offering"). The form of the Warrants shall be substantially as set forth on Exhibit A, attached hereto. The Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman of the Board, President or Vice President of the Company, under its corporate seal, affixed or in facsimile, attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary or Treasurer or Assistant Treasurer of the Company.
ISSUANCE OF WARRANTS; FORM OF WARRANT. As more fully set forth below, the Company will issue, sell and deliver the Representatives' Warrants to the Representatives or their bona fide officers or partners, as named by the Representatives in accordance with Section 4(a)(i) of the Underwriting Agreement, for an aggregate price of $100 concurrently with the closing (the "Closing") under the Underwriting Agreement relating to the public offering, pursuant to a registration statement on Form S-1 (File No. 333-10969) (the "Registration Statement"), of 2,000,000 shares of Common Stock (plus an option to purchase up to an additional 300,000 shares of Common Stock to cover over-allotments). Specifically, at the Closing, the Company will issue, sell and deliver (a) 50,000 of the Representatives' Warrants to First Albany or its bona fide officers or partners for an aggregate price of $50 and (b) 50,000 of the Representatives' Warrants to Principal or its bona fide officers or partners for an aggregate price of $50. The form of the Representatives' Warrants shall be substantially as set forth in Exhibit A attached hereto. The Representatives' Warrants shall be executed on behalf of the Company by the manual or facsimile signature of the present or any future Chairman of the Board, President or Vice President of the Company, under its corporate seal, affixed or in facsimile, attested by the manual or facsimile signature of the present or any future Secretary or Assistant Secretary of the Company.
