Terms of Warrants. (1) Subject to the applicable conditions for exercise set out in Article 3 having been satisfied and subject to adjustment in accordance with Article 4, each Warrant shall entitle each Warrantholder thereof, upon exercise at any time after the Issue Date and prior to the Expiry Time, to acquire one Common Share upon payment of the Exercise Price.
Terms of Warrants. 8 Section 2.3 Warrantholder not a Shareholder. 8
Terms of Warrants. (1) The Warrants shall be issued hereunder in accordance with the direction provided to the Warrant Agent pursuant to Section 2.5 and Section 2.6 hereof.
Terms of Warrants. Vested Warrants The Warrants will entitle the holder thereof to purchase a number of shares of Common Stock equal to approximately 15% of the fully diluted equity of the Company (determined after giving effect to the management option pool but without giving effect to the Warrants and with the exact percentage to be determined so as to result in the initial 65%/25%/10% split between STG, Xxxxxxx and the management option pool referenced in “Terms of the Investment – The Transaction” above) as of immediately following the Closing. Except as provided under “Sale Transaction,” the Warrants may be exercised at any time from and after the Closing. Exercise Price $0.01 per share of Common Stock. Sale Transaction In the event of an acquisition of 100% of the equity of the Company by any person (whether by merger or sale of securities) (a “Sale Transaction”), including any Sale Transaction constituting a Triggering Event, the Company will be entitled to terminate the Warrants immediately following consummation of such Sale Transaction. Holders of Warrants shall be entitled to prior notice of any Sale Transaction and shall be permitted to exercise the Warrants effective immediately prior to, and subject to consummation of, such Sale Transaction. Adjustments The Exercise Price and number of shares issuable upon exercise of Warrants will be appropriately adjusted for stock splits, recapitalizations and similar events. In the case of any recapitalization, business combination or reorganization in which the Preferred Stock is converted into or exchanged for the right to receive other securities, cash or other assets (other than a Sale Transaction), the Warrants will be automatically converted into warrants to purchase such other securities, cash or other assets as may be issued or exchanged for the number of shares of Preferred Stock issuable upon exercise of the Warrants immediately prior to such recapitalization, business combination, reorganization or reclassification.
Terms of Warrants. 7 Section 2.3 Warrantholder not a Shareholder 7 Section 2.4 Warrants to Rank Pari Passu. 7 Section 2.5 Form of Warrants, Warrant Certificates. 8 Section 2.6 Book Entry Warrants. 8 Section 2.7 Warrant Certificate 10 Section 2.8 Legends. 11 Section 2.9 Register of Warrants 12 Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc 13 Section 2.11 Exchange of Warrant Certificates. 14 Section 2.12 Transfer and Ownership of Warrants 14 Section 2.13 Cancellation of Surrendered Warrants. 15
Terms of Warrants. Subject as hereinafter provided in this Indenture, each Warrant will be non-transferable and will entitle its holder, upon exercise in accordance with this Indenture, to purchase one Warrant Share at any time during the Warrant Exercise Period at the Exercise Price, as applicable.
Terms of Warrants. Exercise of Warrants....................................... 4 SECTION 8. Reports....................................................................... 6 SECTION 9.
Terms of Warrants. (1) Subject to Subsection 2.2(2) hereof, each Warrant issued hereunder will entitle the holder thereof, upon the exercise thereof and payment of the Exercise Price in accordance with the provisions of Article 4 hereof, to be issued one Common Share.
Terms of Warrants. Designation of the Series of Warrants: [Call] [Put] Warrants Warrant Property: Aggregate Number of Warrants: Warrant Exercise Price: Dates upon which Warrants may be exercised: Expiration Date: Currency in which exercise payments shall be made: [Maximum number of Warrants exercisable on any day:] Formula for determining Cash Settlement Value: Exchange Rate (or method of calculation): Other Terms: Terms of Purchase Contracts Designation of the Series of Purchase Contracts: [Purchase][Sale] Purchase Contracts Purchase Contract Property: Aggregate Number of Purchase Contracts: Price to Public: Settlement Date: [Purchase/Sale] Price of Purchase Contract Property Form: Other Terms: Capitalized terms used above and not defined herein shall have the meanings set forth in the Prospectus and Prospectus Supplement referred to above. All communications hereunder shall be in writing and effective only upon receipt and (a) if to the Underwriters, shall be delivered, mailed or sent via facsimile in care of [ ], facsimile number [ ], Attention: [ ], or (b) if to the Company, shall be delivered, mailed or sent via facsimile to 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, Xxxxxx 00000, facsimile number [ ], Attention: [ ]. The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Offered Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person and will not claim that the Underwriters are acting in such capacity in connection with the offering of the Offered Securities contemplated hereby. Additionally, none of the Underwriters is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Offered Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be o...
Terms of Warrants. 8 Section 2.3 Warrantholder not a Shareholder 9 Section 2.4 Warrants to Rank Pari Passu 9 Section 2.5 Form of Warrants, Certificated Warrants. 9 Section 2.6 Book Entry Warrants. 10 Section 2.7 Warrant Certificate. 12 Section 2.8 Legends 14 Section 2.9 Register of Warrants 17 Section 2.10 Issue in Substitution for Warrant Certificates Lost, etc 18 Section 2.11 Exchange of Warrant Certificates. 18 Section 2.12 Transfer and Ownership of Warrants. 19 Section 2.13 Cancellation of Surrendered Warrants 20 Article 3 EXERCISE OF WARRANTS 21 Section 3.1 Right of Exercise. 21 Section 3.2 Warrant Exercise. 21 Section 3.3 U.S. Restrictions; Legended Certificates 24 Section 3.4 Transfer Fees and Taxes. 25 Section 3.5 Warrant Agency 25 Section 3.6 Effect of Exercise of Warrants. 26
