Placement Agent Securities Sample Clauses

Placement Agent Securities. At each closing, the Placement Agent will receive five year warrants to purchase 4,500 shares of Common Stock for each Unit sold in the Offering (the "Placement Agent Warrants"). The Placement Agent Warrants shall be exercisable at $1.75 per share at any time from the first Closing Date and expiring five years thereafter (the "Warrant Exercise Term"). The Placement Agent shall receive the Placement Agent Warrants in consideration of its services rendered in connection with the private placement. The Placement Agent Warrants to be received by the Placement Agent and the underlying shares of Common Stock issuable upon exercise thereof are collectively referred to as the "Placement Agent Securities." The purchase price of the shares issuable pursuant to the Placement Agent Warrants, shall be payable in cash, by certified bank check and/or in lieu of cash, a warrant holder may exercise its Warrants through a cashless exercise. In this respect, at any time during the Warrant Exercise Term, the Holder may, at its option, exchange the Placement Agent Warrants, in whole or in part (a "Warrant Exchange"), into the number of fully paid and non-assessable Warrant Shares determined in accordance with this Section 2, by surrendering the Placement Agents Warrants which shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal to (A) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Share Number") less (B) the number of Warrant Shares equal to the quotient obtained by dividing (i) the product of the Total Share Number and the existing Exercise Price (i.e. $1.75 per share) per Share by (ii) the Market Price (as hereafter defined) of a share of Common Stock. All documentation and procedures to be followed in connection with such "cashless exercise" shall be approved in advance by the Company, which approval shall be expeditiously provided and not unreasonably withheld. The Market Price of any shares of Common Stock or Placement Agent Warrants to purchase shares so surrendered shall be based upon the value of the Company's Common Stock at the close of business on the day before exercise based upon the following: (i) if the shares of Common Stock are not listed and traded upon a recognized securities exchange and there is no report of stock prices with respect to the shares of Common Stock published by a recognized stock quotation service, the Company's Board of Dir...