Common use of Warrants Clause in Contracts

Warrants. As additional compensation for the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Appears in 2 contracts

Samples: Letter Agreement (Northwest Biotherapeutics Inc), Letter Agreement (Northwest Biotherapeutics Inc)

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Warrants. As additional compensation for On the services performed hereunderEffective Date, in connection with the transactions contemplated by the Purchase Agreement, the Company has issued warrants to purchase Common Units (the “Warrants”) to the Managing Member pursuant to warrant agreements (the “Warrant Agreements”) entered into between the Company and the Managing Member as of the Effective Date. Upon the valid exercise of a Warrant in accordance with the applicable Warrant Agreement, the Company shall issue to HCW the Managing Member the number of Common Units, free and clear of all liens and encumbrances other than those arising under applicable securities laws and this Agreement, to be issued in connection with such exercise. Excluding warrants, options or its designees at each Closing, warrants similar instruments governed by Section 4.14 (the “HCW Excluded Instruments”), which shall be governed by such section, in the event any holder of a warrant (other than an Excluded Instrument) to purchase shares of Class A Common Stock (the “Upstairs Warrants”) to purchase exercises an Upstairs Warrant, then the Managing Member agrees that it shall cause a corresponding exercise (including by effecting such exercise in the same manner, i.e., by payment of a cash exercise price or on a cashless basis) of a Warrant with similar terms held by it, such that the number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Class A Common Stock underlying any Convertible Securities sold issued in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon connection with the exercise of such Upstairs Warrant shall match with a corresponding number of Common Units issued by the Company pursuant to the Warrant Agreements, and the Managing Member agrees that it shall not exercise any Warrants issued to Purchasers other than in connection with the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the corresponding exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on Upstairs Warrant. In the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have event an exercise period of five years from issuance except that if the offering Upstairs Warrant is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasersredeemed, the HCW Warrants Company shall be in redeem a customary form reasonably acceptable to HCW. If required Warrant with similar terms held by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Managing Member: FINRA/SIPC.

Appears in 2 contracts

Samples: Operating Agreement (EG Acquisition Corp.), Operating Agreement (Flyexclusive Inc.)

Warrants. As additional compensation for (i) At least forty five (45) days prior to any Transfer of Warrants by Acquisition Company or the services performed hereunderFoundation (each a "Warrant Transferor") to any Person other than the Company or a Wholly Owned Subsidiary, the Warrant Transferor shall deliver a written notice (the "Warrant Sale Notice") to the Company (and the Company shall issue deliver the Warrant Sale Notice to HCW or its designees at each Closingthe other holders of Warrants and other Stockholders), warrants (specifying in reasonable detail the “HCW Warrants”) to purchase that number of shares of common stock Warrants to be Transferred, the proposed terms and conditions of the Company (“Shares”) equal to 5% proposed Transfer and the identity of the aggregate number prospective transferee(s). Upon receipt of Shares placed in the Placement (orWarrant Sale Notice, if Convertible Securities, shares each of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares other holders of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted manner provided in Section 7(c)(ii) below, each Management Stockholder (the "Tag-along Warrant Holders") shall have a right (a "Warrant Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Warrant Tag-along Notice") to the investors, if Warrant Transferor and when such rights are exercised the Company within 30 days after receipt by the holdersTag-along Warrant Holders of the Warrant Sale Notice. If any Tag-along Warrant Holder has elected to participate in such Transfer, the Warrant Transferor and each such electing Tag-along Warrant Holder shall be entitled to sell in the contemplated Transfer, at the same price per Warrant and on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein same terms, a number of Warrants equal to the contrary, compensation payable or issuable as a result product of (A) the exercise percentage of an “oversubscription option” or “greenshoe” shall be required only if outstanding Warrants held by such Person and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, (B) the number of Shares underlying Warrants to be sold in the HCW contemplated Transfer. The Warrant Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Warrant Holders in the contemplated Transfer, and no Warrant Transferor shall Transfer any Warrants to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Warrant Holders as set forth herein. Notwithstanding the foregoing, if Acquisition Company does not exercise its Warrant Tag-along Right with respect to a Warrant Sale Notice given by the Foundation, no Management Stockholder shall be reduced if necessary to comply have a Warrant Tag-along Right with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Appears in 2 contracts

Samples: Stockholders Agreement (Gleason Reporting Group), Stockholders Agreement (Torque Acquisition Co LLC)

Warrants. As additional compensation for The Loan & Backstop Warrants and the services performed hereunderFinancing Unit Warrants, and the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon exercise thereof, have been duly authorized by all necessary action on the part of Borrower and no further consent or action is required by the Borrower, or its Board or stockholders in connection therewith, other than, in the case of the Financing Unit Warrants, Stockholder Approval to increase the number of authorized shares of Common Stock under the Borrower’s Organizational Documents in order to permit the exercise of any the Financing Unit Warrants. Borrower has reserved the number of shares of Common Stock underlying the Loan & Backstop Warrants to permit the full exercise of the Loan & Backstop Warrants by HCP-FVA. Buyer shall, subject to receipt of Stockholder Approval, reserve the number of shares of Common Stock underlying the Financing Unit Warrants to permit the full exercise of the Financing Unit Warrants by Lenders. As of the Closing Date, the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants, when so issued in accordance with the terms of the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable), will be, validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof. As of the Closing Date, the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) have been, and the shares of Common Stock issuable upon exercise of the Loan & Backstop Warrants and the Financing Unit Warrants (as applicable) when so issued in accordance with their terms will be, issued in compliance with applicable securities laws, rules and regulations. Borrower confirms that the Initial Loan & Backstop Warrants issued to Purchasers HCP-FVA in connection with the Original Loan (and the shares of Common Stock of Borrower issuable upon exercise thereof) are not subject to cancellation and shall remain outstanding following the Closing Date. The capitalization of Borrower assuming (i) the purchase by HCP-FVA of twenty-five percent (25%) of the Units in the PlacementFinancing and the purchase by other Eligible Stockholders of seventy-five percent (75%) and, of the Units in the event there Financing is an “oversubscription option” or “greenshoe” granted to set forth on Schedule 9.29(A) and (ii) the investors, if and when such rights are exercised purchase by the holders, on the shares issued to each holder in such oversubscription option or greeshoes HCP-FVA of seventy-five percent (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result 75%) of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers Units in the Placement, if any, except that the exercise price shall be 125% Financing and no purchase of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering Units by other Eligible Stockholders is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCset forth on Schedule 9.29(B).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Falconstor Software Inc), Term Loan Credit Agreement (Falconstor Software Inc)

Warrants. As additional compensation for Prior to the services performed hereunderClosing, the Company shall issue cause to HCW or its designees at be amended each Closing, warrants agreement evidencing Company Warrants to purchase shares of Company Capital Stock (a “Company Warrant”) that is outstanding as of the Agreement Date (each such Company Warrant being referred to herein as an HCW WarrantsOutstanding Warrant”; and each such amendment being referred to herein as a “Warrant Surrender Agreement”) to purchase provide that number of shares of common stock each such Company Warrant shall be cancelled, terminated and extinguished as of the First Effective Time, and upon the cancellation thereof be converted into the right to receive, in respect of each share of Company Capital Stock then vested and subject to such Company Warrant immediately prior to such cancellation, termination and extinguishment, (“Shares”A) an amount in cash equal to: (1) the Per Share Amount; minus (2) the Escrow Contribution Amount; minus (3) the Expense Fund Contribution Amount; minus (4) the exercise price per share of Company Capital Stock subject to 5% such Company Warrant (it being understood that, if the exercise price payable in respect of such share of Company Capital Stock issuable under any Company Warrant equals or exceeds the Per Share Amount, the amount payable hereunder with respect to such Company Warrant shall be zero); plus (B) any cash disbursements required to be made from the Escrow Fund with respect to such share to the former holder of such Company Warrant in accordance with the terms of the aggregate number of Shares placed in the Placement (orEscrow Agreement, if Convertible Securitiesif, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if as and when such rights disbursements are exercised by required to be made; plus (C) any cash disbursements required to be made from the holders, on the shares issued Expense Fund with respect to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein share to the contraryformer holder of such Company Warrant in accordance with the terms of this Agreement, compensation payable or issuable if, as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placementsuch disbursements are required to be made. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants Each Warrant Surrender Agreement shall be in a customary the form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placementattached hereto as Exhibit G, and furtherthe Company shall provide Parent with a copy of each Warrant Surrender Agreement promptly following its execution and in any event, prior to the number of Shares underlying the HCW Warrants Closing. The Company shall take all actions that may be reduced if necessary to comply ensure each holder of an Outstanding Warrant cancelled as provided in this Section 1.6(e) shall cease to have any rights with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxxrespect thereto, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCexcept the right to receive the consideration specified in this Section 1.6(e), without interest.

Appears in 1 contract

Samples: Agreement and Plan of Mergers (Splunk Inc)

Warrants. As additional compensation (i) The Securityholder hereby agrees that each warrant issued pursuant to that certain Agreement for the services performed hereunderPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, 2016, by and among the Company shall issue to HCW or its designees at each Closing, warrants and the other parties signatory thereto (the “HCW Covered Black-Scholes Warrants”) shall terminate at the Effective Time and be cancelled and shall be entitled to purchase receive no consideration or securities of any kind and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that number of shares of common stock of the Securityholder may notify the Company (“Shares”) equal to 5% or, after the Effective Date, the Surviving Corporation), by delivery thereto of the aggregate number Repurchase Notice pursuant to Section 2.2(b)(iv) of Shares placed the Merger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date applicable to such Covered Black-Scholes Warrant, that the Securityholder is exercising its right to cause the Company to repurchase such Covered Black-Scholes Warrant from the Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. The Securityholder shall, within three (3) calendar days after the applicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the Placement (orform set forth in such Covered Black-Scholes Warrant, if Convertible Securitiesand the Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, shares of Common Stock underlying any Convertible Securities sold in the Placement such Covered Black-Scholes Warrant shall thereafter cease to such Purchasers, but excluding shares of Common Stock issuable be binding upon the exercise of any Warrants issued to Purchasers in Company and the Placement) andSurviving Corporation, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result none of the exercise Company, the Surviving Corporation or any of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants their affiliates shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply any further obligations with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Appears in 1 contract

Samples: Voting and Support Agreement (Fibrocell Science, Inc.)

Warrants. As additional compensation for Each Warrant shall, by virtue of the services performed hereunderMerger and pursuant to the terms of the Warrant and the Warrantholder Termination and Acknowledgment, the Company be terminated and cancelled and (I) each Underwater Warrant shall issue cease to HCW or its designees at each Closing, warrants (the “HCW Warrants”) be a warrant to purchase that shares of Company Stock and shall be terminated and no consideration shall be payable in respect thereof; and (II) each holder of an In-the-Money Warrant shall, in full settlement of such holder’s Warrant, be entitled to receive the sum of (a) an amount, from the Paying Agent, without interest and subject to any applicable withholding and payroll deductions, equal to (i) the product of (x) the number of shares of common stock Company Stock then issuable upon exercise of such In-the-Money Warrant, multiplied by (ii) the consideration set forth on the Closing Payment Schedule under the heading applicable to such series of Company Stock, minus (b) the aggregate amount that would be due to the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise in full of such In-the-Money Warrant; provided, however, that as a condition to such payment, each holder of an In-the-Money Warrant shall have executed and delivered to Parent an acknowledgment and release in such form as acceptable to Parent, a W-9 and other documentation reasonably required by the Paying Agent or Parent, including pursuant to Section 1.8. The Company shall take all reasonably necessary action, including obtaining the consent of individual holders of Warrants, if required, to provide that, upon consummation of the Merger and at the Effective Time, each then outstanding Warrant, whether or not vested, shall terminate, including, but not limited to causing each holder of Warrants to execute and deliver to Parent a Warrantholder Termination and Acknowledgment. From and after the Effective Time, (A) other than the rights under this Agreement, the holders of Warrants will have no further rights in respect of any Warrants issued to Purchasers in the Placementand (B) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when any such rights are exercised cancelled Warrant shall no longer be exercisable by the holders, on the shares issued to each former holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCthereof.

Appears in 1 contract

Samples: Agreement and Plan of Merger (IZEA, Inc.)

Warrants. As additional compensation for For its services pursuant to the services performed hereunderAgreement, the Company shall issue grant to HCW Broker or its designees at each Closingdesignees, as additional consideration, warrants to purchase a maximum of 1,500,000 shares of the Company’s common stock (the “HCW Warrants”). The Warrants shall be exercisable for a period of seven years from the date of issuance at a per share exercise price equal to $0.24. In the event that the Company terminates the Agreement prior to the expiration of the initial Term due to a material breach committed by Broker or the Broker terminates the Agreement, up to 325,000 of the Warrants (whether vested or not) shall be deemed terminated and be cancelled. In the event that this Agreement is terminated by Company for its convenience prior to purchase the expiration date of the initial Term, then all Warrants that were not vested as of such termination date shall be deemed vested and all of the Warrants shall remain exercisable for the period stated in the Warrant certificate. In addition, a maximum of 750,000 Warrants will be deemed cancelled and terminated in the event the Broker does not satisfy the performance conditions set forth in Exhibit B. All Warrants will contain customary provisions relating to the adjustment of the exercise price and number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, thereunder in the event there is of stock split, reverse stock split, stock dividend and like events. The Warrants shall also include a provision permitting the immediate cancellation of the redemption and termination provisions in the event that the Company enters into an “oversubscription option” agreement relating to a merger, acquisition or “greenshoe” granted consolidation where the Company will not be the surviving entity or for a sale of all or substantially all of its assets. All Warrants shall include piggyback registration rights, subject to customary exceptions for registration statements relating to the investors, if Company’s option plans and when such rights are exercised by mergers and acquisitions or post-effective amendments to any currently effective registration statement. * Certain information on this page has been omitted and filed separately with the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term)Commission. Notwithstanding anything herein Confidential treatment has been requested with respect to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPComitted portions.

Appears in 1 contract

Samples: Distribution and Marketing Agreement (Skinny Nutritional Corp.)

Warrants. As additional compensation for The Company shall comply with all provisions of the services performed hereunderWarrants applicable to the transactions contemplated hereby. Without limiting the foregoing, the Company shall issue provide any notices to HCW or its designees at each Closingthe holders of such Warrants as required therein. Each outstanding Warrant that is not exercised prior to the Effective Time shall be cancelled, warrants (extinguished and no longer outstanding and shall cease to represent the “HCW Warrants”) right to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, acquire shares of Common Stock or Preferred Stock and in consideration for such cancellation, automatically shall be converted into (i) with respect to each Company Share underlying any Convertible Securities sold a Warrant, the right to receive, without interest, and subject to the terms of this Agreement, an amount in cash equal to the Placement excess, if any, of the Closing Per Share Merger Consideration over the exercise price per share attributable to such PurchasersWarrant (such amount being hereinafter referred to as the "Per Warrant Merger Consideration"), but excluding shares it being understood that the Per Warrant Merger Consideration with respect to Warrants other than In-the-Money Warrants will be zero; (ii) with respect to holders of Common Stock issuable upon In-the-Money Warrants, the exercise Pro Rata Portion of any Escrow Amount that may be payable in respect of the Company Shares underlying such Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise release of an “oversubscription option” or “greenshoe” shall any then-remaining Escrow Amount pursuant to the Escrow Agreement and Sections 2.12 and 9.4 of this Agreement; and (iii) with respect to holders of In-the-Money Warrants, the Pro Rata Portion of any Representative Reimbursement Amount that may be required only if and when exercised, not on the closing payable in respect of the PlacementCompany Shares underlying such Warrants as a result of the release of any then-remaining Representative Reimbursement Amount pursuant to the terms and conditions of Section 8.2 hereof. The HCW Warrants Company shall have take or cause to be taken, including as appropriate by the same terms as Company Board or the warrants issued to the Purchasers in the Placementappropriate committee thereof, all steps necessary, if any, except that to give effect to the exercise price shall be 125% provisions of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in this Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC2.7(b).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Acorda Therapeutics Inc)

Warrants. As additional compensation for Upon signing this Agreement at the services performed hereunderEffective Date, the Company shall simultaneously issue to HCW or its designees the Lender at each Closingthe Effective Date, warrants a warrant in substantially the form annexed hereto as Exhibit B (the “HCW WarrantsWarrant”) to purchase that number an aggregate of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, 200,000 shares of Common Stock (the “Warrant Shares”) at an exercise price of $2.00 per share (the “Exercise Price”). The Warrant shall be cashless exercisable for a period of five (5) years from the issue date specified on the face of such Warrant until and unless the underlying common shares are registered by the Company in an effective registration statement as set forth in Section 5, and such registration statement stays effective, in which event the Warrants shall be exercisable only on a cash basis. The Warrants shall have Down Round Protection meaning that prior to exercise, if at any Convertible Securities sold in time the Placement Company grants, issues or sells any Common Stock, options to such Purchaserspurchase Common Stock, but excluding shares of securities convertible into Common Stock issuable upon or rights relating to Common Stock (the exercise “Purchase Rights”) to any person, entity, association, or other organization other than the Lender, at a price per share less than the Exercise Price, then the Exercise Price hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the Company sells Common Stock at $1.00 per share at any Warrants issued time after the date hereof but prior to Purchasers in exercise, then the Placement) andExercise Price of Lender’s Warrant Shares would be adjusted to $1.00. Notwithstanding, the Exercise Price may not exceed $2.00 per share except in the event there is of a reverse stock split after the Company’s Initial Public Offering in which event it would be adjusted pro-rata.. The issuance of Purchase Rights shall not constitute a Down Round for purposes of this Agreement in the event of: (i) the exercise or issuance of stock options or the conversion of convertible securities in each case issued to employees and directors of the Company pursuant to a plan, agreement or arrangement approved by the Board of Directors of the Company; (ii) a dividend or distribution payable to holders of capital stock of the Company; (iii) a subdivision (by stock split, recapitalization or otherwise) of outstanding shares of the Company into a greater number of shares; or (iv) the issuance of shares pursuant to a currently outstanding security. Each of these events shall be an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCExempt Issuance”.

Appears in 1 contract

Samples: Loan Agreement (Scripps Safe, Inc.)

Warrants. As additional compensation for a) Subject to the services performed hereundersale of all of the Shares, the Company shall issue agrees to HCW or its designees at each Closing, sell to the Agent warrants (the “HCW Warrants”) to purchase common stock ("Warrants") for a purchase price of $.01 per Warrant entitling the Agent to purchase One Hundred Thousand (100,000) Shares of the Company's common stock ("Warrant Shares"). Each Warrant shall entitle the holder to purchase one share of the Company's common stock. b) The Warrants may not be exercised for a period of twenty-four (24) months following the Effective Date. However, if the Company plans to merge, reorganize or take any other action that would terminate the Warrants, the Warrants will be exercisable immediately prior to such action. The Company will provide the Agent with notice of any tender offer being made for the Company's shares as soon as practicable after the Company becomes aware of such tender offer. The Warrants will be exercisable for a period of three (3) years, such period to begin twenty-four (24) months after the Effective Date. If the Warrants are not exercised during their term, they will by their terms automatically expire. The purchase price of the shares underlying the Warrants will be $7.50 per share during the period that the Warrants are exercisable. The Company will set aside and at all times have available a sufficient number of shares of its common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable be issued upon the exercise of any the Warrants. The shares underlying the Warrants are hereinafter called "Warrant Shares" which term shall include all shares of common stock that have been issued upon the exercise of the Warrants and all unissued shares of common stock underlying the Warrants. The Warrants may not be sold, transferred, assigned or hypothecated for a period of twenty-four (24) months after the Effective Date except to Purchasers in officers of the Placement) andAgent, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable except as a result of the exercise death of an “oversubscription option” or “greenshoe” shall be required only if any such officer and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued except to successors to the Purchasers in Agent's business. c) The Warrants will be evidenced by certificates issued by the PlacementCompany and delivered to the Agent, if anywhich shall contain such terms and conditions as are required by the Agent, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form including anti-dilution provisions reasonably acceptable to HCWthe Agent relating to stock splits, stock dividends and other like matters. If required by FINRA Rule 5110, the HCW The Warrants shall not be transferable for six months from provide the date holder with a cashless exercise right on terms and conditions agreeable to Agent. Any transfer of the Placement, and further, Warrants by the number of Shares underlying Agent to any person must be made in compliance with the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCAct.

Appears in 1 contract

Samples: Agency Agreement (Proformance Research Organization Inc)

Warrants. As additional compensation for This certifies that [ ] is the services performed hereunder, registered owner of Warrants in the Company shall issue to HCW or its designees at each Closing, warrants number specified above. The Trust Property will be held in trust by the Trustee identified in the Trust Agreement (the “HCW WarrantsTrust) ). The Trust has been created pursuant to purchase that number a Trust Agreement, dated as of shares of common stock March 1, 2007 (the “Trust Agreement”), between LaSalle Bank National Association, as Trustee of the Company Trust (the SharesTrustee) equal to 5% of ), and MS Structured Asset Corp. To the aggregate number of Shares placed in the Placement (orextent not defined herein, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants all capitalized terms shall have the same meanings assigned to such terms as in the warrants Trust Agreement and the Terms Schedule attached thereto. This Warrant is one of the Warrants described in the Trust Agreement and is issued under and subject to the Purchasers terms, provisions and conditions of the Trust Agreement. By acceptance of this Warrant, the Warrantholder assents to and becomes bound by the Trust Agreement. Each Warrant issued by the Trust represents a Call Option and Call Right to purchase $1,000 Unit Principal Balance of the Class A Units and the applicable Class B Equivalent Amount. Exercises on this Certificate will be made in accordance with a written notice to the Warrant Agent specified in the PlacementTrust Agreement. This Certificate does not purport to summarize the Trust Agreement and reference is hereby made to the Trust Agreement for information with respect to the rights, benefits, obligations and duties evidenced thereby. A copy of the Trust Agreement may be examined during normal business hours at the Corporate Trust Office of the Trustee, located at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000 and at such other places, if any, except that designated by the exercise price Trustee, by any Warrantholder upon request. Reference is hereby made to the further terms of this Certificate set forth on the reverse hereof, which further terms shall be 125% for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex ATrustee, attached hereto if applicable. If no warrants are issued to Purchasersby manual signature, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants this Certificate shall not entitle the Warrantholder hereof to any benefit under the Trust Agreement or be transferable valid for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCany purpose.

Appears in 1 contract

Samples: Trust Agreement (MS Structured SATURNS Series 2007-1)

Warrants. As additional compensation for the services performed hereunderset forth in Section 8.3 of this Agreement, the Company shall issue to HCW or its designees at each Closing, exercise price of the warrants (and the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Class A Stock issuable upon the exercise of any the warrants are subject to adjustment, whether or not the Representative's Warrants issued to Purchasers in have been exercised and the Placement) andwarrants have been issued, in the event there manner and upon the occurrence of the events set forth in the Warrant Agreement, which is an “oversubscription option” or “greenshoe” granted hereby incorporated herein by reference and made a part hereof as if set forth in its entirety herein. Subject to the investorsprovisions of this Agreement and upon issuance of the warrants, if each registered Holder of such warrants shall have the right to purchase from the Company (and when the Company shall issue to such registered Holders) up to the number of fully paid and non-assessable shares of Class A Stock underlying the warrants, free and clear of all preemptive rights are exercised of shareholders, provided that such registered Holder complies, in connection with the exercise of such Holder's warrants, with the terms governing exercise of the Warrants set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Warrant Agreement. Upon exercise of the warrants, the Company shall forthwith issue to the registered Holder of any such warrants, in such Holder's name or in such name as may be directed by such Holder, certificates for the holdersnumber Class A Stock so purchased. The warrants shall be transferable in the manner provided in the Warrant Agreement, on and upon any such transfer, a new warrant shall be issued promptly to the shares issued transferee. The Company covenants to, and agrees with, each Holder that without the prior written consent of all the Holders, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company will send to each holder in such oversubscription option or greeshoes (Holder, irrespective of whether or not such exercise occurs during the Term). Notwithstanding anything herein warrants have been exercised, any and all notices required by the Warrant Agreement to the contrary, compensation payable or issuable as a result be sent to Holders of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCWarrants.

Appears in 1 contract

Samples: 'S Warrant Agreement (Bio Aqua Systems Inc)

Warrants. As additional compensation for Each Warrant entitles the services performed hereunderowner thereof to purchase, at any time on or after the Company shall issue Effective Date (as such term is defined in the Warrant Agreement referred to HCW or its designees at each Closingbelow) and prior to 5:00 p.m. (Los Angeles, warrants California time) on the Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the “HCW Warrants”"COMPANY"), at the Initial Purchase Price of __________ ($_____) per share of Common Stock (the "PURCHASE PRICE") upon (i) presentation and surrender of this Warrant Certificate with a form of election to purchase that duly executed and (ii) satisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of common stock Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Warrant Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 and as further amended and restated as of August 20, 1997 (as further amended from time to time, the "WARRANT 43 AGREEMENT"), among the Company and certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which Warrant Agreement is hereby incorporated herein by reference and made a part hereof and to which Warrant Agreement reference is hereby made for a full description of the rights, obligations, duties and immunities of the Company (“Shares”) equal to 5% and the holders of the Warrant Certificates. Capitalized terms used, but not defined, herein have the meanings assigned to then, in the Warrant Agreement. This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company referred to in Section 1.2(b) of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Placement Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such Purchaserssecond paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, but excluding AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. 44 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary 45 [FORM OF ASSIGNMENT] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto --------------------------------------------------------------------- (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: ---------------------------------------------------------------------- attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. -------------------------------- By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of any such Warrants and requests that certificates for such shares be issued to Purchasers in the Placementname of: ------------------------------------------------------------------------ (Please print name and address.) and, in the event there is an “oversubscription option” ------------------------------------------------------------------------ (Please insert social security or “greenshoe” granted to the investors, if and when other identifying number.) If such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result number of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable all the Warrants evidenced by the accompanying Warrant Certificate, a new Warrant Certificate for six months from the date balance remaining of the Placement, and further, the number of Shares underlying the HCW such Warrants shall be reduced if necessary registered in the name of and delivered to: ------------------------------------------------------------------------ (Please print name and address.) ------------------------------------------------------------------------ (Please insert social security or other identifying number.) Dated: ________________, ____. ----------------------------- By __________________________ NOTICE The signature to comply with FINRA rules the foregoing Election to Purchase must correspond to the name as written upon the face of the accompanying Warrant Certificate or regulationsany prior 47 assignment thereof in every particular, without alteration or enlargement or any change whatsoever. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC48 EXHIBIT B DETERMINATION OF FAIR MARKET SHARE PRICE.

Appears in 1 contract

Samples: Warrant Agreement (Cerplex Group Inc)

Warrants. As additional compensation In connection with the purchase of Preferred Shares pursuant to this Agreement, the Buyers shall also receive one Warrant for each Preferred Share purchased to acquire that number of Warrant Shares equal to $500 divided by the services performed hereunderWarrant Value. For purposes of the Initial Closing, "WARRANT VALUE" shall mean $1.366997 For purposes of the Additional Closings and the Put Closings, "WARRANT VALUE" shall mean the value of the Warrant as of the applicable Closing Date as determined by use of the Black-Scholes valuation model or by use of such other valuation model as the parties shall mutually agree upon. The determination of the Warrant Value shall be made by Buyers of a majority of the Preferred Shares to be purchased at the Additional Closing or Put Closing, as the case may be, subject to the Company's right to object as described below. Such Buyers shall notify the Company in writing of such Warrant Value (i) for an Additional Closing, in the Additional Share Notice, or (ii) for a Put Closing, at least five business days prior to the Put Closing Date set forth in the Put Share Notice. If the Company does not object in writing to such Buyers' determination of the Warrant Value within two business days after receipt of written notice of such Buyers' determination, then the Warrant Value on the applicable Closing Date shall be the Warrant Value determined by such Buyers. If the Company objects in writing to such Buyers' determination of the Warrant Value and the parties cannot agree on the Warrant Value within one business day of the Buyers' receipt of the Company's notice of objection, then the Company shall issue immediately submit the disputed Warrant Value determination to HCW Xxxxxxx Xxxxx Xxxxxx (or its designees at each Closingany successor thereto) or to another independent, warrants (reputable investment bank acceptable to the “HCW Warrants”) to purchase that number Buyers of shares of common stock a majority of the Company (“Shares”) equal Preferred Shares being purchased at the applicable Closing. Such investment bank's determination shall be binding upon all parties absent manifest error. No Additional Closing or Put Closing shall occur until the Warrant Value with respect to 5% of the aggregate number of Shares placed such Closing shall have been determined in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCmanner described above.

Appears in 1 contract

Samples: Securities Purchase Agreement (Argosy Gaming Co)

Warrants. As additional compensation The shares of Common Stock and the Warrants will be immediately separable. as practicable, but in no event later than 10 business days following the execution of the Agreements, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the services performed hereunderappropriate party (the "Closing Date"). At the Closing, the Company shall issue deliver to HCW the Purchaser (i) one or its designees at each Closing, warrants (more stock certificates registered in the “HCW Warrants”) to purchase that number of shares of common stock name of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (Purchaser, or, if Convertible Securities, shares of Common Stock underlying any Convertible so indicated on the Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) andCertificate Questionnaire attached hereto as Appendix I, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised nominee name(s) as designated by the holdersPurchaser, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, representing the number of Shares underlying set forth in Section 2 above and (ii) one or more warrant certificates registered in the HCW name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company's obligation to complete the purchase and sale of the Securities and deliver such certificates to the Purchaser at the Closing shall be reduced subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased hereunder; (b) the purchase by the Purchasers and the sale by the Company to such Purchasers of Securities for an aggregate purchase price of not less than $35,000,000 on the Closing Date on terms substantially the same as those reflected herein; and (c) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if necessary such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to comply be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such certificates and to pay for the Securities evidenced thereby shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agents and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; (d) each of the Company and Mellon Investor Services LLC shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule 1 hereto shall have executed a "lock-up" letter agreement in substantially the form attached hereto as Exhibit C; (f) the purchase by the Purchasers and the sale by the Company to such Purchasers of Securities for an aggregate purchase price of not less than $35,000,000 as of the Closing Date; and (g) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with FINRA rules all the agreements and satisfied all the conditions herein on its part to be performed or regulationssatisfied on or prior to such Closing Date. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCThe Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.

Appears in 1 contract

Samples: Warrant Agreement (Critical Therapeutics Inc)

Warrants. As additional compensation for the services performed hereunder, the Company shall issue to HCW or in Consultant’s (and/or its designees at each Closingnominee(s)) name, warrants (the “HCW Warrants”) to purchase that number of exercisable for Two Million One Hundred Sixty Five Thousand Six Hundred Forty Two (2,165,642) shares of common stock of (the Company (Warrant Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in (the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the TermStock”). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable exercisable for six months five (5) years from the date of the Placementclosing of the Credit Facility, or, if the provisions of 1.B.(ii) above have been satisfied, of the Replacement Facility, have an (i) exercise price per share of $1.40 and shall have (ii) cashless exercise provisions, and further(iii) customary adjustment provisions including anti-dilution provisions and shall be substantially in the form attached hereto as Exhibit A. In the event and to the extent that there shall be any forward stock split, reverse stock split or any recapitalization of the outstanding Common Stock of Company, the aggregate number of Shares underlying Warrant Shares, as well as the HCW exercise price of the Warrants, shall be appropriately and equitably adjusted. Except as otherwise set forth herein or in the Warrant, the Warrants shall vest upon closing of the Credit Facility, the Replacement Facility or the Replacement Proposal, as the case may be, and shall be reduced if necessary immediately exercisable. Notwithstanding anything to comply with FINRA rules the contrary contained herein or regulationsotherwise, in the event that (i) Consultant delivers to Company a Replacement Facility commitment pursuant to Section 1.B.(ii). 400 Xxxx Xxxxxx | Xxx Xxxxabove, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCand the Company elects on or prior to the Facility Deadline to accept a Replacement Proposal in lieu of the Replacement Facility and (ii) Company closes on the Replacement Proposal, then the Warrants shall vest notwithstanding that the closing of the Replacement Proposal occurs after the Facility Deadline; provided, however, in the event that the Board of Directors of the Company determines, in its absolute and sole discretion, not to accept any such Replacement Proposal by the Facility Deadline, the Warrants shall expire and shall be and become void and of no value, as provided in Section 4 of Exhibit A.

Appears in 1 contract

Samples: Lock Up Agreement (Bidz.com, Inc.)

Warrants. As additional compensation The shares of Common Stock and the Warrants will be immediately separable. practicable, but in no event later than 10 business days following the date of this Agreement, or on such later date or at such different location as the parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth below have been satisfied or waived by the services performed hereunderappropriate party (the "Closing Date"). At the Closing, the Company shall issue deliver to HCW the Purchaser (i) one or its designees at each Closing, warrants (more stock certificates registered in the “HCW Warrants”) to purchase that number of shares of common stock name of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (Purchaser, or, if Convertible Securities, shares of Common Stock underlying any Convertible so indicated on the Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) andCertificate Questionnaire attached hereto as Appendix I, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised nominee name(s) as designated by the holdersPurchaser, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, representing the number of Shares underlying set forth in Section 2 above and (ii) one or more warrant certificates registered in the HCW name of the Purchaser, or, if so indicated on the Securities Certificate Questionnaire attached hereto as Appendix I, in such nominee name(s) as designated by Purchaser, representing the number of Warrants set forth in Section 2 above, each bearing an appropriate legend referring to the fact that the Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"). The name(s) in which the certificates are to be registered are set forth in the Securities Certificate Questionnaire attached hereto as Appendix I. The Company's obligation to complete the purchase and sale of the Securities and deliver such certificates to the Purchaser at the Closing shall be reduced subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Securities being purchased hereunder; (b) the accuracy in all material respects of the representations and warranties made by the Purchasers (as if necessary such representations and warranties were made on the Closing Date) and the fulfillment of those undertakings of the Purchasers to comply be fulfilled prior to the Closing; (c) no proceeding challenging this Agreement or any of the Agreements with FINRA rules any of the Other Purchasers or regulationsthe transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; and (d) the sale of Securities shall not be prohibited by any law or governmental order or regulation. 400 Xxxx Xxxxxx | Xxx XxxxThe Purchaser's obligation to accept delivery of such certificates and to pay for the Securities evidenced thereby shall be subject to the following conditions, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Memberany one or more of which may be waived by the Purchaser: FINRA/SIPC(a) each of the representations and warranties of the Company made herein shall be accurate in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date); (b) the delivery to the Placement Agent and the Purchaser by counsel to the Company of a legal opinion in substantially the form attached hereto as Exhibit A; (c) the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing; (d) each of the Company and StockTrans, Inc. shall have executed that certain Warrant Agreement in substantially the form attached hereto as Exhibit B; (e) each of the executive officers and directors of the Company and each stockholder of the Company listed on Schedule I hereto shall have executed a "lock-up" letter agreement in substantially the form attached hereto as Exhibit C; (f) the delivery to the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth in Section 4 hereto are true and correct in all material respects (except for such representations and warranties which already have been qualified as to materiality, which shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date (except any such representations and warranties that expressly relate to a specified date, in which case, as of such specified date) (except for such changes or modification as are specified therein) and that the Company has, in all material respects, complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date (g) no proceeding challenging this Agreement or any of the Agreements with any of the Other Purchasers or the transactions contemplated hereby or thereby or seeking to prohibit, alter, prevent or materially delay the Closing shall have been instituted or shall be pending before any court, arbitrator or governmental body, agency or official; (h) the sale of Securities shall not be prohibited by any law or governmental order or regulation; (i) that the Common Stock shall be quoted on the Nasdaq National Market System and the Shares and Warrant Shares duly approved for quotation thereon and (j) Purchaser and other Purchasers together shall have purchased the Minimum Raise pursuant to the Agreements. Except as aforesaid, the Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Securities that they have agreed to purchase from the Company.

Appears in 1 contract

Samples: Securities Purchase Agreement (Perseus Soros Biopharmaceutical Fund Lp)

Warrants. As additional compensation (i) Each Securityholder that, immediately prior to the Effective Time, is the beneficial owner of (A) any warrants issued pursuant to that certain Agreement for the services performed hereunderPurchase and Sale of Convertible Debt and Common Stock Warrants dated August 9, 2016, by and among the Company and the other parties signatory thereto or (B) the Common Stock Purchase Warrants issued by the Company on December 11, 2017 (collectively, the Company shall issue to HCW or its designees at each Closing, warrants (the HCW Covered Black-Scholes Warrants”) ), such Securityholder hereby agrees that each such Covered Black-Scholes Warrant shall terminate at the Effective Time and be cancelled and shall be entitled to purchase receive no consideration or securities of any kind and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their affiliates shall have any further obligations with respect thereto; other than that number of shares of common stock of such Securityholder may notify the Company (“Shares”) equal to 5% or, after the Effective Date, the Surviving Corporation), by delivery thereto of the aggregate number Repurchase Notice pursuant to Section 2.2(b)(iv) of Shares placed the Merger Agreement and the terms of such Covered Black-Scholes Warrant within 30 days after the Warrant Repurchase Date, applicable to such Covered Black-Scholes Warrant, that such holder is exercising such Securityholder’s right to cause the Company to repurchase such Covered Black-Scholes Warrant from such Securityholder for the Black-Scholes Value of such warrant, in accordance with its terms and conditions, and the Surviving Corporation shall repurchase such warrants in accordance with their terms. In the event any Securityholder is the beneficial owner of any such Covered Black-Scholes Warrant, such Securityholder shall, within three (3) calendar days after the applicable Warrant Repurchase Date, execute and deliver to the Company a Repurchase Notice in the Placement (orform set forth in such Covered Black-Scholes Warrant, if Convertible Securitiesand such Securityholder further agrees that upon receipt of the Black-Scholes Value in exchange for such Covered Black-Scholes Warrant, shares of Common Stock underlying any Convertible Securities sold in the Placement such Covered Black-Scholes Warrant shall thereafter cease to such Purchasers, but excluding shares of Common Stock issuable be binding upon the exercise of any Warrants issued to Purchasers in Company and the Placement) andSurviving Corporation, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result none of the exercise Company, the Surviving Corporation or any of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants their affiliates shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply any further obligations with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCrespect thereto.

Appears in 1 contract

Samples: Voting and Support Agreement (Fibrocell Science, Inc.)

Warrants. As additional compensation for PMR hereby agrees (i) to assume, effective and contingent upon consummation of the services performed hereundermerger (the "PMR MERGER") contemplated by the Merger Agreement (the "PMR MERGER AGREEMENT"), the Company shall obligations of PSI under the Warrants, including, without limitation, the obligation to issue stock, securities, other property or cash to HCW or its designees at each Closingholders of Warrants upon exercise thereof as provided in the Warrants, warrants and (the “HCW Warrants”ii) to purchase execute and deliver to each holder of Warrants, simultaneously with the consummation of the PMR Merger, a certificate contemplated by Section 2(b) of the Warrants, which shall provide, among other things, that such holder shall have the right thereafter to exercise its Warrants into the amount of shares, par value $0.01 per share, of common stock of PMR ("PMR COMMON STOCK") receivable upon the PMR Merger by a holder of the number of shares of common stock PSI Common Stock into which such Warrants could have been exercised immediately prior to the PMR Merger (after giving effect to the adjustments provided for under Section 2(c) of the Company Warrants). PMR hereby further agrees (“Shares”i) equal to 5% assume, effective and contingent upon consummation of the aggregate number PMR Merger, the obligations of Shares placed PSI to issue Additional Warrants pursuant to the Securities Purchase Agreement, (ii) upon consummation of the PMR Merger, to issue at each Additional Closing warrant certificates representing the Additional Warrants to be issued at such Additional Closing, in substantially similar form to the Placement Warrant Certificates and (or, if Convertible Securities, iii) that each such warrant certificate issued by PMR shall represent Warrants to purchase the amount of shares of PMR Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable receivable upon the exercise PMR Merger by a holder of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying shares of PSI Common Stock into which such Warrants could have been exercised immediately prior to the HCW PMR Merger (assuming, for these purposes, that such Warrants shall be reduced if necessary were issued and outstanding at the time of the PMR Merger and after giving effect to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCthe adjustments provided for under Section 2(c) of the Warrants).

Appears in 1 contract

Samples: Securities Purchase Agreement (1818 Fund Lp Brown Brothers Harriman Co Long T Michael Et Al)

Warrants. As additional compensation for the services performed hereunder, the Company The Borrower shall issue to HCW or its designees at each Closing, provide Greyrock with three-year warrants (the “HCW Warrants”) to purchase that number of 200,000 shares of common stock of the Company (“Shares”) equal to 5% of Borrower, on the aggregate number of Shares placed terms set forth in the Placement Warrant to Purchase Stock and related documents being executed concurrently with this Agreement, at $5.71 per share (orthe "Warrants"). The Warrants shall contain such terms and provisions as Borrower and Greyrock shall agree, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold and the Warrant shall be issued in the Placement to such Purchasersform of two separate Warrants, but excluding shares of Common Stock issuable upon the exercise of any Warrants one issued to Purchasers Greyrock with respect to 120,000 shares, and one issued to Greyrock's participant, Silicon Valley Bank ("Silicon"), with respect to the remaining 80,000 shares.. In addition, concurrently, Borrower and Greyrock and Silicon Valley Bank shall enter into an Anti-Dilution Agreement and Registration Rights Agreement in such form as Borrower and Greyrock shall agree. The Warrants shall be deemed fully earned on the Placementdate hereof, shall be in addition to all interest and other fees, and shall be non-refundable, except as provided in Section 7(c) andbelow, provided that, in the event there this Agreement is an “oversubscription option” or “greenshoe” granted terminated for any reason prior to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if the Greyrock Option, Greyrock and when exercised, not on the closing of the Placement. The HCW Warrants Silicon shall have the same terms as right to retain the warrants issued Warrants. Greyrock represents that it is acquiring the Warrant for its own account and not with a view to the Purchasers in distribution thereof. Greyrock further represents that it is an accredited investor within the Placement, if any, except meaning of Rule 501(a) promulgated under the Securities Act of 1933 (the "Securities Act"). Greyrock understands that the exercise price shall Warrant has not been registered under the Securities Act or any state securities laws. Greyrock understands further that the Warrant will be 125% of the offering price per share acquired for investment and they shall have may not be sold, pledged or otherwise transferred without an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred thereof under the Securities Act and any applicable state securities laws or pursuant to in Section 1.A Rule 144 or an opinion of Annex A, attached hereto if applicablecounsel reasonably satisfactory to the Company and its counsel that such registration is not required. If no warrants are issued Greyrock Capital Schedule to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, Loan and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCSecurity Agreement --------------------------------------------------------------------------------

Appears in 1 contract

Samples: P Com Inc

Warrants. As additional compensation The validity of any exercise of Warrants will be determined by the Company in its sole discretion and such determination will be final and binding upon the Registered Holder and the Warrant Agent. Neither the Company nor the Warrant Agent shall have any obligation to inform a Registered Holder of the invalidity of any exercise of Warrants. (ii) The Warrant Agent shall deposit all funds received by it in payment of the Warrant Price in the account of the Company maintained with the Warrant Agent for such purpose and shall advise the Company at the end of each Business Day on which funds for the services performed hereunderexercise of the Warrants are received and of the amount so deposited to its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing. (iii) The Warrant Agent shall, by 11:00 a.m. New York time on the Business Day following the Exercise Date of any Warrant, advise the Company and the transfer agent and registrar in respect of (a) the shares of Common Stock (the “Shares”) issuable upon such exercise in accordance with the terms and conditions of this Agreement, (b) the instructions of each Registered Holder or Participant, as the case may be, with respect to delivery of the Shares issuable upon such exercise, and the delivery of Definitive Warrant Certificates, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise, (c) in case of a Book-Entry Warrant Certificate, the notation that shall be made to the records maintained by the Depository, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance, if any, of the Warrants remaining after such exercise and (d) such other information as the Company or such transfer agent and registrar shall reasonably require. (iv) The Company shall, by 5:00 p.m., New York time, on the third Business Day next succeeding the Exercise Date of any Warrant and the clearance of the funds in payment of the Warrant Price, execute, issue and deliver to the Warrant Agent, the Shares to which such Registered Holder or Participant, as the case may be, is entitled, in fully registered form, registered in such name or names as may be directed by such Registered Holder or the Participant, as the case may be. Upon receipt of such Shares, the Warrant Agent shall, by 5:00 p.m., New York time, on the fifth Business Day next succeeding such Exercise Date, transmit such Shares to or upon the order of the Registered Holder or the Participant, as the case may be. (v) In lieu of delivering physical certificates representing the Shares issuable upon exercise, provided the Company’s transfer agent is participating in the Depository Fast Automated Securities Transfer program, the Company shall issue use its reasonable efforts to HCW cause its transfer agent to electronically transmit the Shares issuable upon exercise to the Registered Holder or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock Participant by crediting the account of the Company (“Shares”) equal to 5% Registered Holder’s prime broker with the Depository or of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the PlacementParticipant through its Deposit Withdrawal Agent Commission system. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers time periods for delivery described in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCthe

Appears in 1 contract

Samples: Warrant Agreement (Trian Acquisition I Corp.)

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Warrants. As additional compensation for The form of the services performed hereunder, certificate representing the Company shall issue to HCW or its designees at each Closing, warrants Warrants (and the “HCW Warrants”) form of election to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold upon the exercise of the Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Placement Warrant Agreement dated as of the date hereof by and among the Company, the Representative and [American Stock Transfer & Trust Company,] as warrant agent (the "Warrant Agreement"). Each Warrant issuable upon exercise of the Representative's Warrants shall evidence the right to such Purchasersinitially purchase a fully paid and non-assessable share of Common Stock at an initial purchase price of $____ [150% of the initial public offering price per share of Common Stock] from _________, but excluding 1998 [one year from the Closing Date of the Registration Statement] until 5:30 p.m. New York time on _____________, 2002 [5 years from the Closing Date of the Registration Statement] at which time the Warrants, unless the exercise period has been extended, shall expire. The exercise price of the Warrants and the number of shares of Common Stock issuable upon the exercise of any the Warrants issued are subject to Purchasers in adjustment, whether or not the Placement) andRepresentative's Warrants have been exercised and the Warrants have been issued, in the event there manner and upon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is an “oversubscription option” hereby incorporated by reference and made a part hereof as if set forth in its entirety herein. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or “greenshoe” granted to superseded, and that the investors, if and when such rights are exercised by the holders, on the shares issued Company will send to each holder in such oversubscription option or greeshoes (Holder, irrespective of whether or not such exercise occurs during the Term). Notwithstanding anything herein Representative's Warrants have been exercised, any and all notices required by the Warrant Agreement to the contrary, compensation payable or issuable as a result be sent to holders of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCWarrants.

Appears in 1 contract

Samples: Warrant Agreement (Thermoenergy Corp)

Warrants. As additional compensation At each Closing, the Company agrees to issue to -------- the applicable Purchasers a non-callable and a callable Warrants A, Warrants B, Warrants C and Warrants D, representing the number of Warrant Shares as calculated pursuant to this Section 1.5. At each Closing, the Warrants issued to the Purchasers, collectively, shall be exercisable for that number of Warrant Shares equal to twenty-five percent (25%) of the services performed hereunderquotient of: (i) the sum of the Purchase Prices (relating to such Closing) of the Purchasers and (ii) the initial Conversion Price (as such term is defined in Section 5(d) of the Certificate of Designation). The Warrant Shares subject to the Warrants being issued on each Closing Date shall be divided equally among the non-callable and callable Warrant As, Warrant Bs, Warrant Cs and Warrant Ds. Each Purchaser shall receive a non-callable and a callable Warrant A, Warrant B, Warrant C and Warrant D, each exercisable for that number of Warrant Shares computed by multiplying (a) the percentage computed by dividing such Purchaser's Purchase Price by the sum of the Purchase Prices (relating to such Closing) of all of the Purchasers (relating to such Closing) by (b) the product of multiplying .125 by the aggregate number of Warrant Shares (relating to such Closing). Each of the Warrants shall be exercisable for five (5) years from the Closing Date on which such Warrant is issued and the exercise price of each of the Warrants shall be as follows: -------------------------------------------------------------------------------- Type of Warrant Exercise Price -------------------------------------------------------------------------------- Warrant A 110% of the initial Conversion Price -------------------------------------------------------------------------------- Warrant B 120% of the initial Conversion Price -------------------------------------------------------------------------------- Warrant C 130% of the initial Conversion Price -------------------------------------------------------------------------------- Warrant D 140% of the initial Conversion Price -------------------------------------------------------------------------------- The calculation of the Warrant Shares for which any Warrants are exercisable under this Section 1.5 shall be referred to herein as the "Warrant Calculation." In the case where a Purchaser receiving Warrants representing Warrant Shares at the First Tranche Closing would have received more Warrant Shares for such Warrants if the number of Warrant Shares represented by such Warrants had been calculated pursuant to the Warrant Calculation at the Second Tranche Closing, such Purchaser shall be entitled to exchange such Warrants received pursuant to the First Tranche Closing for Warrants (the "Exchange Warrants") which represent the number of Warrant Shares as calculated pursuant to the Warrant Calculation at the Second Tranche Closing. In such case, the Warrant Calculation for all Warrants issued in connection with the Second Tranche Closing and Exchange Warrants shall be made as if the Closings had occurred on the same Closing Date. If any Purchaser shall be entitled to Exchange Warrants, the Company shall issue to HCW or its designees at each Closing, warrants have three (3) Trading Days (as such term is defined in the “HCW Warrants”Warrant) to purchase that number of shares of common stock from the date on which the Company shall be in receipt of the Company (“Shares”) equal original Warrants of a Purchaser to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement deliver to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the PlacementPurchaser Exchange Warrants. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except Company agrees that if the offering is registered 5 years from Company fails to delivery to any applicable Purchaser Exchange Warrants pursuant to the effective date delivery requirements of the shelf registration statement referred to in this Section 1.A of Annex A1.5, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants any such Purchaser shall be entitled to an injunction or injunctions to prevent or cure breaches and to enforce specifically the terms and provisions of this Section 1.5, this being in a customary form reasonably acceptable addition to HCW. If required any other remedy to which any such Purchaser may be entitled by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules law or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCequity.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase (Net Value Holdings Inc)

Warrants. As additional compensation for The Merger Agreement provides that (a) the services performed hereunder, the Company shall issue holder of each warrant in respect of Shares that was issued prior to HCW or its designees at each Closing, warrants 2016 (the “HCW Prior Warrants”) and that is issued, unexpired and outstanding immediately prior to purchase that number of shares of common stock the Effective Time, will be entitled to either (1) exercise such Prior Warrant pursuant to its terms, and such exercise will be deemed effective immediately prior to and contingent on the consummation of the Company Merger, or (2) elect not to exercise such Prior Warrant, in which case such Prior Warrant will expire immediately prior to the consummation of the Merger, and (b) the holder of each warrant in respect of Shares that was issued in 2016 (the Shares2016 Warrants” and, together with the Prior Warrants, the “Warrants” and each a “Warrant”) and that is issued, unexpired and outstanding immediately prior to the irrevocable acceptance for payment by Purchaser of Shares pursuant to and subject to the Offer (the “Acceptance Time”), will, pursuant to the terms thereof and by virtue of the consummation of the Offer and without any action on the part of the holder thereof, be entitled to receive an amount in cash, if any, equal to 5% of the product obtained by multiplying (1) the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to for which such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted 2016 Warrant was exercisable immediately prior to the investors, if and when such rights are exercised Acceptance Time by (2) the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placementexcess, if any, except that of the Offer Price over the exercise price shall per Share of such 2016 Warrant (the “2016 Warrant Consideration”). Promptly following the consummation of the Offer, Relypsa will pay the 2016 Warrant Consideration to the holders of the 2016 Warrants. See Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements — The Merger Agreement — Warrants.” Treatment of Relypsa ESPP • The Offer is made only for Shares and not for rights to purchase shares under Relypsa’s 2013 Employee Stock Purchase Plan (the “ESPP”). The ESPP will continue to be 125% operated in accordance with its terms until its termination on the earlier of (a) the end of the offering price per share and they shall have an exercise period that is underway as of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the PlacementMerger Agreement and (b) the Effective Time. No new offering periods will commence following the execution of the Merger Agreement. Any offering period that is underway as of the date of the Merger Agreement will be the final offering period under the ESPP, and furtherif any offering period might otherwise be underway as of the Effective Time, Relypsa will terminate such offering period no later than the number of Shares underlying last payroll period prior to the HCW Warrants shall Effective Time (the “Final Exercise Date”) and make any pro-rata adjustments that may be reduced if necessary to comply reflect any such shortened offering period. Relypsa will cause each participant’s shares purchase right under the ESPP to be exercised as of the Final Exercise Date, and each Share purchased thereunder immediately prior to the Effective Time will be cancelled at the Effective Time and converted into the right to receive the Offer Price, less any applicable withholdings. Shares purchased under the ESPP in sufficient time to tender such Shares pursuant to the Offer may be tendered in accordance with FINRA rules or regulationsthe terms of the Offer. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCSee Section 11 — “Purpose of the Offer and Plans for Relypsa; Merger Agreement and Other Agreements —The Merger Agreement — Treatment of Relypsa ESPP.”

Appears in 1 contract

Samples: Galenica AG

Warrants. As additional compensation for of the services performed hereunderClosing Date, the Company shall issue to HCW or its designees at each Closing, Sellers will hold warrants exercisable for shares as set forth in Schedule 2 hereto (the “HCW Warrants”). Each of the Sellers, severally and not jointly, hereby undertakes to provide the Purchaser with a seven (7) days first refusal notice prior to the date of exercise of a Warrant or the transfer of a warrant to any non-Affiliate Transferee (the “Transaction Date”) in accordance with the Offer Procedure set forth below, under which the Purchaser shall be entitled to purchase such Warrants at the then current value Black-Scholes Value of the Warrants to be exercised or transferred (the “Warrant Purchase Price”). The purchase of Warrants shall be offered to the Purchaser in accordance with the following Offer Procedure: At least seven (7) days prior to the Transaction Date, the Seller shall send a written notice (the “Notice”) to purchase that the Purchaser, at its address listed in Section 8.3 below (or any other address as shall be advised in writing by the Purchaser to the Seller) of its intent to exercise or transfer the Warrant(s), the intended Transaction Date, the number of warrant shares into which such Warrant(s) is(are) exercisable (if applicable) and the Black-Scholes Value of common stock each Warrant (along side the formula resulted in such value). The Purchaser shall, within up to four (4) days from receipt of such Notice, advise the Seller in writing of its intent to purchase any or all such Warrant(s); provided, however, that if no notice is received by the Sellers upon the expiration of such four-day period, the Purchaser shall be deemed to have rejected the offer to purchase the Warrant(s) in accordance with this Section 5.1. Provided further, that in no event shall any Seller be obligated to exercise or transfer any Warrant following the sending of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (orNotice, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) andhowever, in the event there that the Warrant is an “oversubscription option” not exercised or “greenshoe” granted to transferred until the investorsdate set forth in the Notice, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” Seller shall be required only if and when exercisedto comply with the Offer Procedure prior to the exercise or transfer of such Warrant. In the event that the Purchaser shall choose to exercise his right to purchase the Warrants as set forth in this Section 5.1, not on the closing of the Placement. The HCW Warrants shall have sale and purchase of the same terms as the warrants issued to the Purchasers in the PlacementWarrants, if any, except that the exercise price shall be 125% of held on the offering price per share Transaction Date, or any other date agreed to by the Purchaser and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from Seller(s) holding the effective date of the shelf registration statement referred to in Section 1.A of Annex AWarrant(s), attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCas follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Zisapel Yehuda)

Warrants. (a) On the Closing Date, the Company will issue and deliver to Investments a Fifth Amendment Warrant (an "Initial Fifth Amendment Warrant") to acquire one million nine hundred fifty thousand (1,950,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares). (b) The Company shall have the option to extend the then Demand Date, as such term is defined in the Loan Agreement, to the last day of the month immediately following the month in which the Demand Date would then occur by providing written notice (the "Extension Notice") to the Holders (as defined in the Loan Agreement) and to the holders of Series H Preferred Stock not less than thirty five (35) days prior to the then Demand Date. As additional compensation for the services performed hereundera condition to each such extension, the Company shall be obligated to issue to HCW or its designees at each Closingand deliver Fifth Amendment Warrants (each, warrants (the “HCW Warrants”an "Additional Fifth Amendment Warrant") to Investments according to the following schedule and in the following amounts (for the avoidance of doubt, such amounts are cumulative): (i) in the event that the Company wishes to extend the Demand Date to July 31, 2001, an Additional Fifth Amendment Warrant to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that number the Note (as such term is defined in the Loan Agreement) is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (ii) in the event that the Company wishes to extend the Demand Date to August 31, 2001, an Additional Fifth Amendment Warrant to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (iii) in the event that the Company wishes to extend the Demand Date to September 30, 2001, an Additional Fifth Amendment Warrant to purchase one million (1,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (iv) in the event that the Company wishes to extend the Demand Date to October 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; (v) in the event that the Company wishes to extend the Demand Date to November 30, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant; and (vi) in the event that the Company wishes to extend the Demand Date to December 31, 2001, an Additional Fifth Amendment Warrant to purchase two million (2,000,000) Depositary Shares (subject to appropriate adjustments for stock splits, stock dividends, reclassifications or similar recapitalizations affecting the Depositary Shares) one (1) Business Day before the then Demand Date, provided that, in the event that the Note is repaid in full before the then Demand Date, the Company shall have no obligation to issue and deliver such Additional Fifth Amendment Warrant. (c) Notwithstanding the foregoing, if prior to the then Demand Date (i) the Board of shares Directors of common stock the Company approves a transaction involving the sale of the Company (“Shares”through a merger, consolidation, sale, conveyance or lease of all or substantially all of its assets, or otherwise), (ii) equal the consideration from such transaction that would be paid to 5% the holders of the aggregate number of Company's Depositary Shares placed in for each Depositary Share (whether directly from the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” Acquiror or “greenshoe” granted to the investors, if and when such rights are exercised by distribution by the holdersCompany) would exceed $.10 per Depositary Share (subject to appropriate adjustments for stock splits, on stock dividends, reclassifications or similar recapitalizations affecting the shares issued to each holder Depositary Shares), (iii) the Company is prohibited from engaging in such oversubscription option or greeshoes (whether or not such exercise occurs during transaction without the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result approval of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in accordance with the PlacementSeries G Purchase Agreement, if anyas amended by this Fifth Amendment, except that or Investments in accordance with the exercise price shall be 125% of Loan Agreement, and (iv) such required approval is not given by the offering price per share Purchasers and they shall have an exercise period of five years from issuance except that if Investments within 10 days after such approval is requested in writing by the offering is registered 5 years from the effective date of the shelf registration statement Company (such events being referred to in as a "Company Sale Rejection"), then the Company may extend the Demand Date to December 31, 2000 without any obligation to issue Additional Fifth Amendment Warrants to Investments pursuant to Section 1.A of Annex A, attached hereto if applicable2.2(b). If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCARTICLE III

Appears in 1 contract

Samples: Ascent Pediatrics Inc

Warrants. As additional compensation for The Company and the services performed hereunderInvestors shall have executed the Warrants. Drag-Along Rights In the event that the holders of (i) a majority of the Company's voting capital stock and (ii) a majority of the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, voting as a sin class ((i) and (ii) together, the Company shall issue "Selling Holders"), determine to HCW accept an offer from any person (other than a Selling Holder or its designees at each Closing, warrants (the “HCW Warrants”any Affiliate thereof) to purchase that all of the Company's Common Stock on a fully converted basis, then each Investor, to the extent required by the purchaser, shall sell, and shall cause any Affiliate of it to sell, all shares of Common Stock and other securities convertible into Common Stock (the "Drag-Along Stock") held by it or such Affiliate pursuant to such offer to purchase (the "Drag-Along Sale"). All holders of Drag-Along Stock shall (x) receive the same consideration per share of Drag-Along Stock, shall be subject to the same terms and conditions of sale and shall otherwise be treated equally or, where appropriate, pro rata based upon the number of shares of common stock Drag-Along Stock, as the case may be, held by each holder and (y) execute such documents and take such actions as may be reasonably required by the selling group representative (the "Selling Holders Representative," which initially shall be Sienna Holdings, Inc. until the Investors are notified of the Company (“Shares”) equal to 5% name and address of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Terma successor Selling Holders Representative). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” Any such sale by any Investor shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms and conditions as the warrants issued to proposed Drag-Along Sale by the Purchasers in the PlacementSelling Holders; provided, if anyhowever, except that the exercise price each selling stockholder shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, contribute pro rata based upon the number of Shares underlying shares being sold by each, a percentage of the HCW Warrants total sa proceeds as agreed upon by the holders of a majority of the shares being sold, to an escrow fund to be established by the Selling Holders Representative to serve as the exclusive source of indemnification obligations (other than representations as to unencumbered ownership of and ability to transfer the shares being sold of any other seller in the Drag-Along Sale, which shall be reduced if necessary the sole responsibility of each selling stockholder) to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCthe purchaser in the Drag-Along Sale.

Appears in 1 contract

Samples: Convertible Preferred Stock (Daka International Inc)

Warrants. As additional compensation for Each Warrant entitles the services performed hereunderowner thereof to purchase, at any time on or after the Company shall issue Effective Date (as such term is defined in the Warrant Agreement referred to HCW or its designees at each Closingbelow) and prior to 5:00 p.m. (Los Angeles, warrants California time) on the Termination Date (as such term is defined in the Warrant Agreement referred to below), one fully paid and nonassessable share of Common Stock (as such term is defined in the Warrant Agreement referred to below) of THE CERPLEX GROUP, INC., a Delaware corporation (the “HCW Warrants”"COMPANY"), at an initial purchase price of Fifty-Nine and Three Eighths Cents ($0.59375) per share of Common Stock (the "PURCHASE PRICE") upon (i) presentation and surrender of this Warrant Certificate with a form of election to purchase that duly executed and (ii) satisfaction of the Purchase Price in the manner set forth in the Warrant Agreement. The number of shares of common stock Common Stock that may be purchased upon exercise of each Warrant, and the Purchase Price, are the number and the Purchase Price as of the date hereof and are subject to adjustment under certain circumstances as provided in the Warrant Agreement referred to below. The Warrants are issued pursuant to the Warrant Agreement, dated as of April 15, 1996, as amended and restated as of April 9, 1997 (as further amended from time to time, the "WARRANT AGREEMENT"), among the Company and certain initial holders named therein, and are subject to all of the terms, provisions and conditions thereof, which This Warrant Certificate shall be exercisable, at the election of the holder, either as an entirety or in part from time to time. If this Warrant Certificate shall be exercised in part, the holder shall be entitled to receive, upon surrender hereof, another Warrant Certificate or Warrant Certificates for the number of Warrants not exercised. This Warrant Certificate, with or without other Warrant Certificates, upon surrender at the office of the Company (“Shares”referred to in Section 1.2(b) equal to 5% of the Warrant Agreement, may be exchanged for another Warrant Certificate or Warrant Certificates of like tenor evidencing Warrants entitling the holder to purchase a like aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold as the Warrants evidenced by the Warrant Certificate or Warrant Certificates surrendered shall have entitled such holder to purchase. Except as expressly set forth in the Placement Warrant Agreement, no holder of this Warrant Certificate shall be entitled to any right to vote or receive dividends or be deemed for any purpose the holder of shares of Common Stock or of any other Securities of the Company that may at any time be issued upon the exercise hereof, nor shall anything contained in the Warrant Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a holder of a share of Common Stock in the Company or any right to vote upon any matter submitted to holders of shares of Common Stock at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of Securities, change of par value, consolidation, merger, conveyance, or otherwise) or, except as provided in the Warrant Agreement, to receive notice of meetings, or to receive dividends or subscription rights, or otherwise, until the Warrant or Warrants evidenced by this Warrant Certificate shall have been exercised as provided in the Warrant Agreement. Other than with respect to the original issuance of the Warrants pursuant to the Warrant Agreement, if the Warrant Certificate of the immediate transferor of the holder of this Warrant Certificate bore the second paragraph of the legend set forth above, this Warrant Certificate shall also bear such Purchaserssecond paragraph. THIS WARRANT CERTIFICATE AND THE WARRANT AGREEMENT SHALL BE GOVERNED BY, but excluding AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, INTERNAL NEW YORK LAW. Exhibit A-2 39 WITNESS the signature of a proper officer of the Company as of the date first above written. THE CERPLEX GROUP, INC., By ____________________________ Name: Title: ATTEST: ---------------------------- [Assistant] Secretary (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) FOR VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ (Please print name and address of transferee.) the accompanying Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint: _______________________________________________________________________________ attorney in fact, to transfer the accompanying Warrant Certificate on the books of the Company, with full power of substitution. Dated: _______________, _______. ________________________________ By _____________________________ NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant Certificate or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever. Exhibit A-4 41 [FORM OF ELECTION TO PURCHASE] (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO EXERCISE ANY WARRANTS REPRESENTED BY THE WARRANT CERTIFICATE) To THE CERPLEX GROUP, INC.: The undersigned hereby irrevocably elects to exercise ___________________ Warrants represented by the accompanying Warrant Certificate to purchase the shares of Common Stock issuable upon the exercise of any such Warrants and requests that certificates for such shares be issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if name of: _______________________________________________________________________________ (Please print name and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Termaddress.). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC

Appears in 1 contract

Samples: Warrant Agreement (Cerplex Group Inc)

Warrants. As additional compensation for the services performed hereunder, the Company Fallbrook shall issue to HCW or its designees at each Closing, Consultant warrants (the each a HCW WarrantsWarrant”) to purchase that number up to an aggregate maximum of *** shares of its common stock of (the Company (Warrant Shares”) equal at an exercise price of $*** per share pursuant to 5% the following terms and conditions: • The Warrants shall terminate upon the earlier of (i) *** following the Effective Date, and (ii) the sale of the aggregate company whether by merger or sale of all or substantially all of the company’s assets. • The Warrants shall have a market stand-off provision acceptable to Fallbrook. • Fallbrook shall have a right of first refusal on the Warrant Shares acceptable to Fallbrook. • Fallbrook shall issue a Warrant for the applicable number of Warrant Shares upon the satisfactory achievement of the applicable milestone as follows: • *** Warrant Shares as of the Effective Date; • *** Warrant Shares upon receipt of payment for a *** piece order placed in by the Placement (end of May 1, 2010 for delivery by end of 2011 or, if Convertible Securitiessuch an order is not placed by May 1, shares 2010, then *** Warrant Shares for a LOI or MOU for the purchase of Common Stock underlying product or a strategic alliance, in any Convertible Securities sold in case executed by the Placement end of May 1, 2010, that actually leads to the purchase of product and an additional *** Warrant Shares upon receipt of payment for a *** piece order placed following May 1, 2010. For the avoidance of doubt, the LOI or MOU plus the *** piece order after May 1, 2010 would total *** Warrant Shares, such Purchasers, but excluding shares of Common Stock issuable that the maximum Warrant Shares under this paragraph shall not exceed ***. • *** Warrant Shares upon the exercise booking of any Warrants issued revenue in each incremental amount of at least ***; • *** Warrant Shares upon the signing and obtaining funding for the CVP/electric vehicle institute; and • *** Warrant Shares upon the consummation of each strategic deal with a transmission or electric motor company for a development agreement of a size of *** million. *** Portions of this page have been omitted pursuant to Purchasers in a Confidential Treatment Request filed separately with the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCCommission.

Appears in 1 contract

Samples: Consulting Agreement (Fallbrook Technologies Inc)

Warrants. As additional compensation for (a) On the services performed hereunderRedemption Date, the exercise price of the Original Warrants and the Commission Warrants will be reduced from $1.50 per share to $0.75 per share. In order to effect such reduction, each Holder will surrender the certificates evidencing such Holdxx'x Original Warrants or Commission Warrants, as applicable, to the Company shall in exchange for a new certificate reflecting such reduced price. In addition, on the Redemption Date, (a) the Company will issue to HCW or its designees at each Closingthe Holders of Original Warrants, pro rata in accordance with the respective 3 numbers of Original Warrants owned by them, additional warrants (the “HCW Warrants”) to purchase that number an aggregate of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, 122,800 shares of Common Stock underlying any Convertible Securities sold at an exercise price of $0.75 per share (the "Additional $0.75 Warrants") and additional warrants to purchase an aggregate of 200,000 shares of Common Stock at an exercise price of $1.50 per share (the "Additional $1.50 Warrants and, together with the Additional $0.75 Warrants, the "Additional Warrants"); and (b) the Company will issue to D2 Co. LLP additional warrants to purchase 17,820 shares of Common Stock at an exercise price of $0.75 per share (the "Additional Commission Warrants"). The Original Warrants, as amended in accordance with this paragraph, the Placement Commission Warrants, the Additional Warrants and the Additional Commission Warrants are hereinafter collectively referred to such Purchasersas the "Warrants." Other than the exercise prices (which shall be as described above), but excluding the terms and conditions of the Additional Warrants and the Additional Commission Warrants will be identical to those of the Original Warrants and the Commission Warrants and the Holders will be entitled to the same registration rights with respect to the shares of Common Stock issuable upon the exercise of any the Additional Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted and Additional Commission Warrants as apply to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such of Common Stock issuable upon exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the Original Warrants and Commission Warrants. The shares of Common Stock issuable upon exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW all such Warrants shall have the same terms are hereinafter collectively referred to as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC"Warrant Shares."

Appears in 1 contract

Samples: Symposium Corp

Warrants. As additional compensation for the services performed hereunder, the Company Each Buyer's Debenture shall issue to HCW or its designees at each Closing, be accompanied by a number of warrants (the “HCW "D Warrants") to purchase that a number of shares of common stock of the Company (“Shares”) Common Stock equal to 5100% of the aggregate Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Debenture) (the "D Warrant Amount"). The D Warrants shall be in the form of the Warrant annexed hereto as Exhibit E-1, except that the "Initial Exercise Price," as defined therein, shall equal $0.88 (the "Initial D Warrant Exercise Price"), subject to adjustment therein. The D 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 five (5) year term. Each Debenture shall also be accompanied by a number of Shares placed in warrants (the Placement (or, if Convertible Securities, "E Warrants") to purchase a number of shares of Common Stock underlying any Convertible Securities sold equal to 100% of the Original Principal Amount of the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the Placement Debenture) (the "E Warrant Amount"). The E 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 $0.80 (the "Initial E Warrant Exercise Price"), subject to such Purchasersadjustment therein. The E 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 term which extends through the date that if one (1) year after the Effective Date. The E Warrant shall afford the Holder the right to purchase a number of "F Warrants" equal to the E Warrant Amount (the "F Warrant Amount"), but excluding and shall be redeemable by the Company at any time after issuance at a price determined by the Black-Scholes model (as further described in the E Warrants). The "F Warrants" shall be in the form attached hereto as Exhibit E-3, except that the "Initial Exercise Price" as defined therein shall equal $0.88 (the "Initial F Warrant Exercise Price"). Each Buyer's Debenture shall be accompanied by a number of warrants (the "G Warrants") to purchase a number of shares of Common Stock issuable upon equal to 100% of the exercise Original Principal Amount of any Warrants issued to Purchasers the Debentures being purchased by such Buyer, divided by the Initial Conversion Price (as defined in the PlacementDebenture) and, (the "G Warrant Amount"). The G Warrants shall be in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result form of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms Warrant annexed hereto as the warrants issued to the Purchasers in the Placement, if anyExhibit E-4, except that the exercise price "Initial Exercise Price," as defined therein, shall be 125% equal $1.00 (the "Initial G Warrant Exercise Price"), subject to adjustment therein. The G Warrants shall contain Exercise Price adjustment provisions that are consistent with the adjustment provisions afforded to the Conversion Price of the offering price per share Debenture in the Debenture and they shall have an exercise period of a five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPC(5) year term.

Appears in 1 contract

Samples: Securities Purchase Agreement (Universal Energy Corp.)

Warrants. As additional compensation for In respect of each Share issuable pursuant to each outstanding warrant to purchase Company Common Stock, each such warrant will be cancelled. Each such warrant with a per Share exercise price of less than the services performed hereunderPer Share Total Amount (a “Converted Warrant”) will be converted into the right to receive a portion of the Merger Consideration as calculated in the manner and described in Section 1.7(e) of the Merger Agreement. Each Converted Warrant is represented by the total listed under Box F as “Total Options”. All holders of Shares, Converted Options and Converted Warrants wishing to receive their portion of the Merger Consideration in accordance with the Merger Agreement must deliver to the Payment Agent, via Registered/Certified Mail or Overnight Courier, a properly completed Letter of Transmittal at the following address: Xxxxx Fargo Shareowner Services Attention: PASS TEAM 000 Xxxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxx Xxxxx Xxxx, Minnesota 55075 Box B (if you own Shares) of this Letter of Transmittal must be completed and all registered holders must sign in Box A above and on the Form W-9 attached with instructions as Exhibit A to this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery to the Payment Agent. Ladies and Gentlemen: In connection with the Merger, and pursuant to the Merger Agreement, the abovesigned hereby submits and surrenders to you for cancellation and exchange certificate(s) representing each Share of the abovesigned’s Company shall issue to HCW Common Stock and Company Preferred Stock, and/or document(s) representing Converted Options or Converted Warrants, each listed below Box F above in exchange for his, her or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock portion of the Company (“Shares”) equal Merger Consideration. The abovesigned has reviewed and understands the Merger Agreement, including without limitation the provisions of Article V and the abovesigned’s indemnification obligations described therein. By signing this Letter of Transmittal and if applicable tender of certificates representing Shares or documents representing Converted Options or Converted Warrants, the abovesigned has agreed to 5% each of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement to such Purchasers, but excluding shares of Common Stock issuable upon the exercise of any Warrants issued to Purchasers in the Placement) and, in the event there is an “oversubscription option” or “greenshoe” granted to the investors, if and when such rights are exercised by the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result of the exercise of an “oversubscription option” or “greenshoe” shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCfollowing:

Appears in 1 contract

Samples: Escrow Agreement (Lawson Software, Inc.)

Warrants. As additional compensation The investors shall receive 50% warrant coverage for the services performed hereunder, the Company shall issue to HCW or its designees at each Closing, warrants (the “HCW Warrants”) to purchase that number of shares of common stock of the Company (“Shares”) equal to 5% of the aggregate number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock issued at the closing. These warrants shall have an exercise price based on a targeted $54 million valuation of the Company, which will equal an exercise price of $3.67 per share (calculated on a fully diluted basis, including Common Stock underlying any Convertible Securities sold warrants issued to warrantholders pursuant to the Amendment Letter Agreement, dated October 14, 2013). Warrant shall be cashless exercise and have a term of 5 years. In addition, the warrant shall contain a provisions that protects their holders against dilution by adjustment of the purchase price and shares exercisable in certain events such as stock dividends, stock splits and other similar events. Registration Rights Client will be required to file within 45 days of the Placement to such Purchasers, but excluding Offering Termination Date (the “Filing Deadline”) a registration statement (the “Registration Statement”) registering for resale all shares of Common Stock of Client issued as part of the Units and all shares of shares of Common Stock of Client issuable upon the exercise of any the Investor Warrants issued to Purchasers in and Xxxxxxx Warrants (collectively, the Placement“Registrable Shares”) and, in The Client also agrees that holders of the event there is an “oversubscription option” or “greenshoe” granted to Registrable Shares will hold the investors, if and when such rights are exercised by right of being removed last from the holders, on the shares issued to each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable Registration Statement as a result of an SEC review. The holders of any Registrable Shares removed from the exercise Registration Statement as a result of an a Rule 415 or other comment from the SEC shall have oversubscription optionpiggybackor “greenshoe” shall registration rights for such Registrable Shares with respect to any registration statement filed by Client following the effectiveness of the Registration Statement which would permit the inclusion of such Registrable Shares. Company has agreed to use its reasonable best efforts to have the Registration declared effective within 30 days of being notified by the SEC that the Registration Statement will not be required only if reviewed by the SEC (and when exercisedin such case of no SEC review, not on later than 60 days after the closing of Filing Deadline) or within 180 days after the Placement. The HCW Warrants shall have Filing Deadline in the same terms as event the warrants issued SEC provides comments to the Purchasers in Registration Statement (the Placement, if any, except that “Effectiveness Deadline”). If the exercise price shall be 125% of Registration Statement is not filed on or before the offering price per share and they shall have an exercise period of five years from issuance except that if Filing Deadline or declared effective on or before the offering is registered 5 years from Effectiveness Deadline or after the effective date of a Registration Statement, such Registration ceases for any reason to remain continuously effective as to all Registrable Securities included in such registration statement, or the shelf registration statement referred holders are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (the “Continuing Effectiveness”), then the Company shall pay to each holder of Registrable Shares an amount in Section 1.A cash equal to one-percent (1.0%) of Annex Asuch holder’s investment in the Offering on every thirty (30) day anniversary of such Filing Deadline failure, attached hereto if applicableEffectiveness Deadline failure, or Continuing Effectiveness failure until such failure is cured. If no warrants are issued to Purchasers, the HCW Warrants The payment amount shall be in prorated for partial thirty (30) day periods. The maximum aggregate amount of payments to be made by the Client as the result of such failures, whether by reason of a customary form reasonably acceptable Filing Deadline failure, Effectiveness Deadline failure Continuing Effectiveness failure, or any combination thereof, shall be an amount equal to HCW3% of each holder’s investment amount. If required by FINRA Rule 5110Notwithstanding the foregoing, the HCW Warrants no payments shall not be transferable for six months from the date owed with respect to any period during which all of the Placementholder’s Registrable Shares may be sold by such holder under Rule 144 without volume or manner-of-sale restrictions pursuant to Rule 144. Moreover, and further, the number of Shares underlying the HCW Warrants no such payments shall be reduced due and payable with respect to any Registrable Shares if necessary Client is unable to comply with FINRA rules register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act. The Client shall maintain the Registration Statement until all Registrable Securities covered by such Registration Statement have been sold, thereunder or regulations. 400 Xxxx Xxxxxx | Xxx Xxxxpursuant to Rule 144 or until Rule 144 of the Securities Act is available to investors without volume or manner-of-sale restrictions pursuant to Rule 144, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCwhichever is earlier.

Appears in 1 contract

Samples: Securities Purchase Agreement (BioSig Technologies, Inc.)

Warrants. As additional compensation Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary to provide for the services performed hereundercancellation, effective at the Company shall issue Effective Time, of all outstanding warrants to HCW or its designees at each Closing, warrants purchase Common Stock (the “HCW Warrants”), without any payment therefor except as otherwise provided in this Section 3.03(b). Each In the Money Warrant, to the extent unexercised as of the Effective Time, shall thereafter no longer be exercisable but shall entitle each Warrant Holder, in cancellation and settlement therefor, to an amount (the “Warrant Payment”) equal to purchase that (i) a payment in cash equal to (x)(A) the Cash Portion of the Per Share Closing Merger Consideration and the Option/Warrant Closing Cash Out Payment minus (B) the exercise price per share of Common Stock subject to such Warrant, multiplied by (y) the total number of shares of common stock Common Stock as to which that Warrant remains unexercised immediately prior to its cancellation (such payment to be net of Withholdings, if any, and without interest), payable at the same time, in the same manner, and subject to the same conditions under which the Common Stockholders receive the Cash Portion of the Company Per Share Closing Merger Consideration plus (ii) a payment in cash (the SharesWarrant Escrow Cash Out Payment”) equal to 5% of the aggregate total number of Shares placed in the Placement (or, if Convertible Securities, shares of Common Stock underlying any Convertible Securities sold in the Placement subject to such Purchasers, but excluding shares Warrant immediately prior to its cancellation multiplied by the value of Common Stock issuable upon the exercise Escrow Deposit divided by the Fully-Diluted Share Number. Upon surrender of any Warrants issued to Purchasers in a Certificate evidencing an In the Placement) and, in Money Warrant by the event there is an “oversubscription option” or “greenshoe” granted Warrant Holder to the investorsExchange Agent, if and when pursuant to Section 3.05, the Exchange Agent shall pay to such rights are exercised by Warrant Holder, subject to any applicable Withholdings, the holdersWarrant Payment due under this Section 3.03(b) with respect to such Warrant. For purposes of this Section 3.03(b), on the shares issued to value of each holder in such oversubscription option or greeshoes (whether or not such exercise occurs during the Term). Notwithstanding anything herein to the contrary, compensation payable or issuable as a result share of the exercise of an “oversubscription option” or “greenshoe” Parent Series A Preferred Stock shall be required only if and when exercised, not on the closing of the Placement. The HCW Warrants shall have the same terms as the warrants issued deemed to the Purchasers in the Placement, if any, except that the exercise price shall be 125% of the offering price per share and they shall have an exercise period of five years from issuance except that if the offering is registered 5 years from the effective date of the shelf registration statement referred to in Section 1.A of Annex A, attached hereto if applicable. If no warrants are issued to Purchasers, the HCW Warrants shall be in a customary form reasonably acceptable to HCW. If required by FINRA Rule 5110, the HCW Warrants shall not be transferable for six months from the date of the Placement, and further, the number of Shares underlying the HCW Warrants shall be reduced if necessary to comply with FINRA rules or regulations. 400 Xxxx Xxxxxx | Xxx Xxxx, Xxx Xxxx 00000 | 212.356.0500 | wxx.xxxxx.xxx Member: FINRA/SIPCEight Dollars ($8.00).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Navisite Inc)

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