Examples of Exchange Warrant Shares in a sentence
Upon exercise of the Exchange Warrants in accordance with the terms thereof, the Exchange Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Parent Preferred Stock.
The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Exchanged Shares and the Exchange Warrant Shares (assuming a cashless exercise thereof) that are freely tradable on the Principal Market without restriction and not containing any restrictive legend without the need for any action by the Holder.
The Company, either directly or through its representative, shall maintain, or cause to be maintained, records showing the number of Exchange Warrant Shares purchased and the date of such purchases, which records shall be deemed to be accurate absent manifest error.
The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will include in such application all of the Exchange Shares and the Exchange Warrant Shares, and will take such other action as is necessary to cause all of the Exchange Shares and the Exchange Warrant Shares to be listed on such other Trading Market as promptly as possible.
The Holder, by the acceptance hereof, represents and Exchange Warrants that it is acquiring this Exchange Warrant and, upon any exercise hereof, will acquire the Exchange Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Exchange Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered, qualified or exempted under the Securities Act.
Upon exercise in accordance with the Warrants and the Exchange Warrants, the Warrant Shares and Exchange Warrant Shares will be validly issued, fully paid and nonassessable and free from all Liens, Subject to the accuracy of the representations and warranties of the Investors in this Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act.
For the purposes of Rule 144, the Company acknowledges that the holding period of the Exchange Warrant (and assuming a cashless exercise of the Exchange Warrant, the Exchange Warrant Shares) may be tacked onto the holding period of the August Warrants, and the Company agrees not to take a position contrary to this Section 9.
The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Shares and upon issuance of the Pre-Funded Warrant Shares upon exercise of each Pre-Funded Warrant, the Common Warrant Shares upon exercise of each Common Warrant and Exchange Warrant Shares upon exercise of each Exchange Warrant.
HOLDER: By: Name: Title: Aggregate Number of Warrant Shares Issuable Upon Exercise of the Original Warrant of the Holder*: Aggregate Number of Exchange Warrant Shares Issuable Upon Exercise of the $1.30 Exchange Warrant*: Aggregate Number of Exchange Warrant Shares Issuable Upon Exercise of the $0.35 Exchange Warrant*: *Disregarding any limitations on exercise related thereto.
As of the Closing, the Company shall have reserved from its duly authorized share capital not less than the maximum number of Exchange Warrant Shares issuable upon exercise of the Exchange Warrant (assuming for purposes hereof that any such exercise shall not take into account any limitations on the exercise of the Exchange Warrant set forth in the Exchange Warrant).