Private Placement of Common Stock with Warrants — Preliminary Term Sheet Sample Clauses

This clause outlines the key terms and conditions for a private placement offering of common stock accompanied by warrants, typically presented in a preliminary term sheet format. It details essential elements such as the number of shares to be issued, the price per share, the terms of the attached warrants (including exercise price and expiration), and any investor rights or restrictions. By summarizing the main deal points before final documentation, this clause ensures that both the issuer and potential investors have a clear, mutual understanding of the proposed transaction, thereby streamlining negotiations and reducing the risk of misunderstandings.
Private Placement of Common Stock with Warrants — Preliminary Term Sheet. Issue: Up to $25 million of common stock (the “Common Stock”) and Warrants (as defined below) (the “Securities”) issued to accredited investors only pursuant to Regulation D (the “Offering”).
View Source

Related to Private Placement of Common Stock with Warrants — Preliminary Term Sheet

  • Authorization Purchase and Sale Terms of the Private Placement Warrants A. Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Terms of the Private Placement Warrants (i) The Private Placement Warrants shall have their terms set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant Agreement”). (ii) At or prior to the time of the Initial Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

  • Authorization of the Private Placement Warrants The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

  • Authorization Purchase and Sale Terms of the Private Placement Units A. Authorization of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including the Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.