Series B Warrants. (a) To the extent that the Holder of this Note exercises Series B Warrants to receive Common Shares, the Holder may pursuant to the respective terms thereof surrender all or a portion of the Principal Amount of this Note to satisfy the exercise price therefor (a “Surrender of Notes”). In addition, in connection with any In-Kind Make Whole (as defined in the Series B Warrants), the applicable Make Whole Amount shall be added to the outstanding Principal Amount of this Note (a “Principal Accretion”). The Holder shall not be required to physically surrender this Note upon any Surrender of Notes or Principal Accretion. In lieu of physical surrender of this Note, the Holder shall accurately (i) adjust the grid schedule attached hereto as Schedule 1 to reflect any such Surrender of Notes and/or Principal Accretion or (ii) maintain such other accurate records of the outstanding Principal Amount of this Note satisfactory to the Holder, and promptly provide such adjusted grid schedule or other records to the Company. The records of the Holder shall be conclusive, final and binding on the Company absent manifest error.
Series B Warrants. The Series B Warrants shall be exercisable into a number of shares of Common Stock equal to, in the aggregate, 1.0% of the issued and outstanding Common Stock as of the date of issuance of the Warrants.
Series B Warrants. Each Series B Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Series B Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock of the Company stated therein, at the price of $ [●] per share, subject to the adjustments provided herein; provided, however, that only whole Series B Warrants may be exercised.
Series B Warrants. Each Series B Warrant may be exercised, in whole or in part, at any time during the period commencing on the Detachment Date and ending at 5:00pm New York City time on May 18, 2018.
Series B Warrants. For the avoidance of doubt, the Holders hereby agrees that, (i) as of the Effective Date, except as expressly set forth herein, no further “Reset Date” shall occur under the Warrants and, accordingly, the number of the Warrant Shares issuable upon exercise of the Warrants shall no longer increase as a result of a “Reset Date” and (ii) the Exercise Price of the Series B Warrant shall remain at $0.0001 (which price shall be subject to adjustment pursuant to Section 2 of the Series B Warrant as amended hereby occurring after the Effective Date).
Series B Warrants. 2 1.3 The Series B Conversion Shares.................................. 2 1.4
Series B Warrants. (a) In addition to the First Closing Purchased ----------------- Shares, at the First Closing the Company shall, subject to the terms and conditions contained therein, issue to Purchaser one or more warrants in the form of Exhibit B attached hereto (collectively, the "First Closing Series B --------- Warrant") to purchase up to an aggregate of Two Million One Hundred Thousand (2,100,000) shares of the Common Stock at an initial exercise price per share of One Cent ($0.01); the shares of Common Stock issued or issuable upon the exercise or exchange of the First Closing Series B Warrant are referred to herein as the "First Closing Warrant Shares".
Series B Warrants. Each Buyer’s Debenture shall be accompanied by a warrant (“Series B Warrant”) to purchase a number of shares equal to 100% of the Original Principal Amount of the Debenture being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the “Series B Warrant Amount”). The Series B Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-2, except that the “Initial Exercise Price,” as defined therein, shall equal one dollar ($1.00), subject to adjustment therein. The Series B Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the Debenture in the Debenture and shall have a six (6) year term.
Series B Warrants. At the Effective Time, all Series B Warrants then outstanding shall be assumed by Parent. Each Series B Warrant so assumed by Parent at the Effective Time will continue to have, and be subject to, the same terms and conditions as immediately prior to the Effective Time, except that (i) each Series B Warrant will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the number of shares of Company Series B Preferred Stock that were issuable upon exercise of such Series B Warrant immediately prior to the Effective Time multiplied by the Series B Preferred Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (ii) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such assumed Series B Warrant will be equal to the quotient determined by dividing the exercise price per share of Company Series B Preferred Stock at which such Series B Warrant was exercisable immediately prior to the Effective Time by the Series B Preferred Exchange Ratio, rounded up to the nearest tenth of a cent.
Series B Warrants. At the Effective Time, each Series B Warrant that is then outstanding shall terminate and be cancelled in exchange for the right to receive (i) a cash payment equal to (x) the product of (A) the total number of shares of Series B Preferred Stock subject to such Series B Warrant, multiplied by (B)(1) the Series B/B-1 Price Per Share, minus (2) the exercise price per share of such Series B Warrant, minus (y) the product of (A) the total number of shares of Series B Preferred Stock subject to such Series B Warrant, multiplied by (B) the Per Share Escrow Amount in respect of a share of Series B Preferred Stock subject to such Series B Warrant (with the aggregate amount of such payment rounded to the nearest whole cent) and (ii) an amount to be disbursed from the Escrow Accounts with respect to such Series B Warrant in accordance with the terms of this Agreement, as and when such payment is required to be made. For purposes of clarity, no payment shall be made with respect to any Series B Warrant so cancelled with a per-share exercise price that equals or exceeds the sum of (i) the Common/Series B Participation Price Per Share and (ii) the Series B/B-1 Price Per Share (any such Series B Warrant, an “Out-of-the-Money Series B Warrant,” collectively with the Out-of-the-Money Series B-1 Warrants, the “Out-of-the-Money Warrants,” and any Series B Warrant entitled to receive payment in accordance with this Section 1.8(b), an “In-the-Money Series B Warrant,” and collectively with the In-the-Money Series B-1 Warrants, the “In-the-Money Warrants”).
