SALE OF WARRANT SHARES Sample Clauses

SALE OF WARRANT SHARES. Upon any sale (whether by stock sale, merger, consolidation or otherwise) of this Warrant or Warrant Shares by the Holder, the Company shall pay in cash, within three (3) Business Days of receipt of a notice of sale from the Holder, an amount per Warrant Share underlying this Warrant or per Warrant Share equal to the Per Share Schaden Purchase Amount (as defined below); provided that such transferee of this Warrant or Warrant Shares shall not have any right to receive any Per Share Schaden Purchase Amount, including pursuant to the last paragraph of the definition of Fair Market Value. In the event of the sale of all or substantially all of the assets of the Company, the Company shall pay the Per Share Schaden Purchase Amount as to each Warrant Share underlying this Warrant or as to each Warrant Share. Any disputes regarding the Per Share Schaden Purchase Amount shall be resolved by the Holder and the Company in good faith. For purposes of this SECTION 3.3, the "PER SHARE SCHADEN PURCHASE AMOUNT" is an amount equal to the sum of: (A) the largest outstanding balance owed at any time to Xxxxxxx X. Xxxxxxx pursuant to the terms of the Subordinated Indebtedness (or the original aggregate liquidation preference, if preferred stock is issued) PLUS (B) the aggregate amount of all interest paid or accrued on the Subordinated Indebtedness (or the aggregate amount of all dividends paid or accrued, if preferred stock is issued) from the date of issuance of this Warrant through and including the date of the determination of Fair Market Value, which interest payments and accrued amounts shall be compounded annually at a rate of five percent (5.0%) (or ten percent (10%), if preferred stock is issued), which sum shall then be divided by the sum of number of shares of Common Stock outstanding on a Fully Diluted Basis. The intent of this provision is to provide Purchaser with 14% of the sum of (A) plus (B) above in the aggregate, after the adjustments provided for in SECTION 4.4(c) and subject to SECTION 4.4(d).
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
SALE OF WARRANT SHARES. Each of the Purchasers agrees that upon the exercise of the Warrants it will not sell any of the Warrant Shares for a period of six (6) months from the Closing Date and thereafter only in accordance with the applicable federal and State securities laws. In the event there is no Closing, the Warrant Shares may only be sold in accordance with the applicable federal and State securities laws.
Sample 1
SALE OF WARRANT SHARES. The Holder agrees that the Holder will not sell, during any five business day period, a number of Warrant Shares representing greater than 7% of the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the date of sale by the Holder (or such greater percentage as the parties may agree upon). The foregoing provision will terminate upon the earlier of (i) July 1, 2002 and (ii) the date that any director or officer named in the Company's Registration Statement on Form S-1, Registration No. 333-35786, sells, during any five business day period, shares of Common Stock representing greater than 7% of the average weekly reported trading volume of the Common Stock during the four calendar weeks preceding the date of such sale (or such greater percentage as the parties had previously agreed upon with respect to the most recent sale by the Holder). While the resale limitation under this subsection 2.4 remains in effect, the Company shall provide to the Holder, promptly upon receipt by the Company, a copy of each statement on Form 4 or Form 5 of changes in the beneficial ownership of the Common Stock filed by any such officer or director pursuant to Section 16 of the Exchange Act.
Sample 1

Related to SALE OF WARRANT SHARES

  • Registration of Warrant Shares (a) If, at any time prior to the close of business on the [fifth][tenth] anniversary of the Effective Date, there is no registration statement in effect for the Warrant Shares, the Company, upon the written request of holders of Warrants and of Warrant Shares representing an aggregate of 51% or more of the Warrant Shares, will file with the Securities and Exchange Commission under the Securities Act, such registration statements and amendments thereto and such other filings as may be required to permit the public offering and sale of such Warrant Shares in compliance with the Securities Act. The Company shall be required to register Warrant Shares no more than once pursuant to this Section 5.01(a).

  • Issuance of Warrant Shares (a) The Warrant Agent shall, on the Trading Day following the date of exercise of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request.

  • Listing of Warrant Shares Company shall have submitted an application for the listing of the Warrant Shares on the Exchange, and such application and listing shall have been approved by the Exchange, subject only to official notice of issuance, in each case, on or prior to the Premium Payment Date. Company agrees and acknowledges that such submission and approval shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.

  • Reservation of Warrant Shares The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.

  • Number of Warrant Shares Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.

  • Escrow of Warrant Stock If after any property becomes distributable pursuant to this Section 4 by reason of the taking of any record of the holders of Common Stock, but prior to the occurrence of the event for which such record is taken, and the Holder exercises this Warrant, any shares of Common Stock issuable upon exercise by reason of such adjustment shall be deemed the last shares of Common Stock for which this Warrant is exercised (notwithstanding any other provision to the contrary herein) and such shares or other property shall be held in escrow for the Holder by the Issuer to be issued to the Holder upon and to the extent that the event actually takes place, upon payment of the current Warrant Price. Notwithstanding any other provision to the contrary herein, if the event for which such record was taken fails to occur or is rescinded, then such escrowed shares shall be cancelled by the Issuer and escrowed property returned.

  • Authorization of Warrant Shares The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

  • Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

  • Delivery of Warrant Shares The Company shall deliver to the holder __________________ Warrant Shares in accordance with the terms of the Warrant. Date: (Print Name of Registered Holder) By: Name: Title: EXHIBIT B ASSIGNMENT OF WARRANT (To be signed only upon authorized transfer of the Warrant) For Value Received, the undersigned hereby sells, assigns, and transfers unto ____________________ the right to purchase _______________ shares of common stock of C-Bond Systems, Inc., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of C-Bond Systems, Inc. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant. Dated: __________________ (Signature) * (Name) (Address) (Social Security or Tax Identification No.) * The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:

Time is Money Join Law Insider Premium to draft better contracts faster.