Placement Agent Warrants. On the closing date of the Transaction, involving securities, of the Company on which aggregate cash consideration is paid to the Company, the Company shall issue to TGE or its permitted assigns warrants (“Warrants”) to purchase such number of shares of the Company’s common stock as is set forth on Schedule A attached hereto. In addition the Company shall issue to TGE or its permitted assigns warrants (“Warrants”) to purchase such number of the Company’s common stock shares underlying any warrants issued to the purchaser of the Securities as is set forth on Schedule A attached hereto. The exercise price per share and the expiration date of the Warrants shall be the same as the warrants issued to the purchasers of the Securities. All the Warrants shall provide for cashless exercise. After the completion of the Transaction, the Company will prepare for filing with the SEC a Form S-1 Registration Statement to register the resale of all the shares of common stock underlying the Warrants issued in the Transaction. The Company will seek to maintain a current Registration Statement for a period of at least one year or until all shares of such common stock can be freely sold without registration, whichever event occurs first. The Company shall be responsible for all costs incurred in connection with filing said Registration Statement, except that each holder of the Warrant or holder of the common stock underlying the Warrant shall be responsible for all their own personal legal and other professional fees incurred by them. Notwithstanding the registration obligation set forth in this Section 3(b), in the event the Securities and Exchange Commission (the "Commission") or the Company's legal counsel advises the Company that all of the shares of common stock cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform the holders of the common stock and use its commercially reasonable efforts to file such amendments to the initial registration statement as may be required by the Commission and/or (ii) withdraw the initial registration statement and file a new registration statement (a "New Registration Statement'), in either case covering the maximum number of securities permitted to be registered by the Commission on Form S-1 (or on such other form available to register for resale the Securities as a secondary offering.
Placement Agent Warrants. On each closing date on which Aggregate Consideration is paid or becomes payable, HiEnergy shall issue to Seabury or its permitted assigns warrants (the "Warrants") to provide 10% warrant coverage based on the Aggregate Consideration received from purchasers divided by the exercise price. The exercise price of the Warrants shall be equal to the price at which common equity of the Company is issued (or in the event of a convertible security, the conversion price or exercise price into common equity on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire five years after the date of issuance, unless otherwise extended by the Company. The Warrants shall be substantially in the form of Exhibit 3(b) hereto. The Warrants shall also include piggyback registration rights. The Warrants shall be transferable within Seabury, at Seabury's discretion. Notwithstanding the foregoing, the compensation payable under this section may be paid in HiEnergy common shares, subject to mutual agreement between Seabury and HiEnergy.
Placement Agent Warrants. The parties acknowledge that the Warrant Agent, in its capacity as Placement Agent of the 2013, 2015 and 2016 private placements of securities of Matinas, has been issued warrants to purchase Common Stock at various exercise prices (collectively, the “PA Warrants”). In connection with the Offer to Amend, Matinas, in its discretion, may offer to amend the terms of the PA Warrants in order to encourage the exercise of the PA Warrants by the holders thereof.
Placement Agent Warrants. For sake of clarity, all Placement Agent Warrants required to be issued pursuant to Section 4 of the Original Agreement shall be warrants to purchase the common stock of Integrity Applications, Inc.
Placement Agent Warrants. On each closing date on which aggregate consideration is paid or becomes payable, PetCARE shall issue to HCW or its permitted assigns warrants (the "Warrants") to purchase 20% of the amount of Securities issued to purchasers. The exercise price of the Warrants shall be equal to the price at which common equity of the Company is issued (or in the event of a convertible security, the conversion price or exercise price into common equity on the closing date). The Warrants shall be exercisable after the date of issuance and shall expire five years after the date of issuance, unless otherwise extended by the Company. The Warrants shall include customary anti-dilution protection, including protection against issuances of securities at prices (or with exercise prices, in the case of warrants, options or rights) below the exercise price of the Warrants, a cashless exercise provision, and shall be non-redeemable. The Warrants, subject to the written consent of Pet Edge, LLC, shall include one demand registration right exercisable following the first anniversary of the closing, and piggyback registration rights. The Warrants shall be transferable within HCW, at HCW's discretion. Notwithstanding the foregoing, the compensation payable under this section may be paid in shares of PetCARE common stock, subject to mutual agreement between HCW and PetCARE.
Placement Agent Warrants. In addition to compensation described in Section 5(a), CIM shall also be entitled to the issuance of Five (5) year Term cashless exercisable placement agent warrants (“Placement Agent Warrants” or “Warrants”) as described herein. Upon successful completion of an Equity and/or Debt Transaction, the Company shall issue to CIM, or its assignees, warrants for the purchase of an amount equal to Seven Percent (7.0%) of the number of total shares of stock at the same exercise price as paid for the Common Equity (See Exhibit C). Should the Company source any accredited, suitable & sophisticated investors on its own, then CIM would only be paid One Percent (1.0%) of the share amounts in Warrants. The Placement Agent Warrants shall be substantially in the form attached hereto as Exhibit B and be exercisable into common stock as well as shall be dated for Five (5) years after the Transaction closes, non-callable, non-cancelable, assignable Warrants with immediate piggy-back registration rights and cashless exercise provisions. The warrants shall provide for automatic exercise immediately prior to expiration. (Exhibit B). Such Warrants would not be payable until a Transaction is consummated, and Warrants shall be paid for by a minimal $100 cost for said Warrants but then shall be subsequently exercisable at the same price the investors receive in the Transaction ($3.33).
Placement Agent Warrants. The Placement Agent Warrant Shares, when issued in accordance with the terms of the Placement Agent Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens (as defined in the Purchase Agreement) imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Placement Agent Warrants.
Placement Agent Warrants. The Company agreed to issue to the Placement Agent or its designee(s) that number of warrants equal to two percent (2%) of the number of securities of common stock sold in the Offering in the form of Exhibit A attached hereto (“Placement Agent Warrants”).
Placement Agent Warrants. The Placement Agent Warrants (as defined below) have been duly authorized by the Company and when executed and delivered by the Company in accordance with the terms thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. In addition, the shares of Common Stock issuable upon exercise of the Placement Agent Warrants are duly authorized and, when issued and paid for in accordance with the Placement Agent Warrants, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Placement Agent Warrants.
Placement Agent Warrants. At the Closing of this Offering, the Company shall grant to the Placement Agent (or their respective designees), Placement Agent Warrants to purchase a number of shares of Common Stock equal to 10% of the total number of shares of Common Stock into which the Series A Preferred Stock sold in the Offering is convertible as of the Closing (but not any of the Investor Warrants). The Placement Agent Warrants shall be exercisable at a price equal to 100% of the Closing Price.
