Preferred Warrants Sample Clauses

Preferred Warrants. PRIMEDIA shall issue to the Purchaser at the Closing a warrant to purchase 2,620,000 Common Shares at an exercise price of $7 per Common Share, subject to adjustment, which warrant shall be substantially in the form of Exhibit A hereto. In addition, if any shares of the Purchaser Preferred Shares are outstanding on any of the dates set forth below, PRIMEDIA shall issue to the Purchaser on such date a warrant to purchase the number of Common Shares set forth opposite such date at an exercise price of $7 per Common Share, which warrant shall be substantially in the form of Exhibit A hereto: Date Number of Shares ---- ---------------- Three Months from Closing 250,000 Six Months from Closing 1,000,000 Nine Months from Closing 1,250,000 First Anniversary of Closing 1,500,000 The Purchaser Preferred Shares, the Common Shares, the Purchaser Notes, and the warrants are hereinafter referred to collectively as the "Purchaser Securities".
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Preferred Warrants. The Company shall issue $8 million in warrant coverage on the first $8 million of Convertible Preferred Stock purchased for cash (the
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Preferred Warrants. The Company shall issue $8 million in warrant coverage on the first $8 million of Convertible Preferred Stock purchased for cash (the "PREFERRED STOCK WARRANTS"). Preferred Stock Warrants shall not be issued upon conversion of notes, exercise of warrants, or other conversion or exercise. The number of shares issuable upon exercise of warrants to be so issued shall be determined on the basis of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like), and the aggregate number of shares for which the holders of Preferred Stock Warrants shall be able to exercise such Warrants shall therefore be 80,000,000 shares. The exercise price of such Preferred Stock Warrants shall be the lesser of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like) and a 35% discount to the average closing price during the twenty trading days prior to the first closing of the sale of Convertible Preferred Stock; provided, however that in no event will the exercise price be less than $0.04 per share (subject to adjustment for stock splits, stock dividends and the like). The exercise period shall commence upon issuance of the Preferred Stock Warrants, and shall continue for a period of seven (7) years after their respective issuance dates.
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Preferred Warrants. Buyer shall not assume any Preferred Warrants. Upon the terms and subject to the conditions set forth in this Agreement, the Company will take all action necessary to cause the each Preferred Warrant to be exercised prior to the Effective Time and to cause the outstanding Preferred Warrants issued and outstanding at the Effective Time to be automatically canceled and terminated as of the Effective Time without consideration such that the each holder of a Preferred Warrant (each, a “Preferred Warrantholder”) shall cease to have any rights with respect thereto.
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Preferred Warrants. In connection with our sale of Series A preferred stock and 8% senior subordinated unsecured convertible notes in 2012 and 2013, we sold to the purchasers 124,610 warrants to purchase common stock at an exercise price of $16.00 per share (the “Series A Preferred Warrants”). As of October 24, 2019, there were 70,231 Series A Preferred Warrants outstanding. The Series A Preferred Warrants have a seven-year term from their issuance dates, which occurred between July 10, 2012 and September 26, 2013. The exercise price of the Series A Preferred Warrants is subject to adjustment upon certain events. If we at any time while the Series A Preferred Warrants remain outstanding and unexpired shall declare a dividend or make a distribution on the outstanding common stock payable in shares of its capital stock, or split, subdivide or combine the common stock into a different number of securities of the same class, the exercise price for the Series A Preferred Warrants shall be proportionately decreased in the case of a dividend, split or subdivision or proportionately increased in the case of a combination. The Series A Preferred Warrants contained an anti-dilution provision that was eliminated upon the Company going public.
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Preferred Warrants. Subject to Section 2.9(h), at the Effective Time, each Company Warrant to purchase shares of Company Preferred Stock that is vested, outstanding and unexercised immediately prior to the Effective Time (after giving effect to any vesting that is contingent upon the Merger) (an “Outstanding Preferred Warrant”) shall be cancelled and the holder thereof shall be entitled to receive for each share of Company Preferred Stock subject to such Outstanding Preferred Warrant:
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Preferred Warrants. USHG agrees to sell to each Purchaser, on the Closing Date, Preferred Warrants to purchase the percentage of the Trust's Fully-Diluted Preferred Securities set forth opposite such Purchaser's name on Exhibit A hereto. The Preferred Warrants issued pursuant hereto shall be exercisable for an aggregate of not less than three and three quarters percent (3.75%) of the Trust's Fully-Diluted Preferred Securities. The Preferred Warrants shall be issued pursuant to this Agreement and the Preferred Warrant Agreement. Each Preferred Warrant shall be substantially in the form of Exhibit A to the Preferred Warrant Agreement, with the blanks appropriately filled in conformity herewith, and shall be dated the Closing Date.
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Preferred Warrants. In connection with the Merger, prior to the Effective Time, each Preferred Warrant shall be exercised in accordance with its terms so that effective at the Effective Time, there shall be no unexercised Preferred Warrants.
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Preferred Warrants. Prior to the Effective Time, the Target shall deliver to each holder of Preferred Warrants the Merger Notice. The Target and the Target Stockholder Representative shall use their reasonable best efforts, including allowing holders of Preferred Warrants to exercise their Preferred Warrants, so that, at the Effective Time, each Preferred Warrant shall be cancelled, in each case, in accordance with and pursuant to the terms of each such Preferred Warrant. In consideration of such cancellation, each holder of a Preferred Warrant cancelled in accordance with this Section 3.1(b)(ii) shall be entitled to receive in settlement of such Preferred Warrant as promptly as practicable following the Effective Time a cash payment from the Target Stockholder Representative, subject to any required withholding of taxes, equal to the product of (i) the total number of shares of Preferred Stock otherwise issuable upon exercise of such Preferred Warrant and (ii) the Per Share Merger Consideration less the applicable exercise price per share of Preferred Stock otherwise issuable upon exercise of such Preferred Warrant (the “Warrant Consideration”). Each outstanding Preferred Warrant not exercised by the holder thereof prior to the Effective Time shall be deemed from and after the Effective Time, for all corporate purposes, to evidence the Warrant Consideration payable by the Target Stockholder Representative as shall have been so converted pursuant to this Section 3.1(b)(ii). In no event shall Parent, or the Surviving Corporation after the Effective Date, have any responsibility with respect to the payment of any Warrant Consideration. Any holder of Preferred Warrants receiving the Warrant Consideration pursuant to this Section 3.1(b)(ii) shall be deemed to have exercised such Preferred Warrant and to be a Principal Target Stockholder for all purposes of this Agreement.
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Related to Preferred Warrants

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Purchase Warrants The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s Warrant”) for the purchase of an aggregate of [·] shares of Common Stock, representing up to 5% of the Firm Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part, commencing on a date which is one (1) year after the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per share of Common Stock of $[·], which is equal to 125% of the initial public offering price of the Firm Shares. The Representative’s Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection with the Offering or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Rights, Warrants, Etc Pursuant to Instruction, the Custodian shall (a) deliver warrants, puts, calls, rights or similar securities to the issuer or trustee thereof, or to any agent of such issuer or trustee, for purposes of exercising such rights or selling such securities, and (b) deposit securities in response to any invitation for the tender thereof.

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Issue Warrants Issue warrants for Borrower’s capital stock.

  • Common Shares 4 Company...................................................................................... 4

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