Purchase Warrant Shares definition
Examples of Purchase Warrant Shares in a sentence
The Company has offered the Purchase Warrants and Purchase Warrant Shares for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Purchase Warrants or the Purchase Warrant Shares by the Company to the Purchasers as contemplated hereby.
At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Purchase Warrants and Purchase Warrant Shares may reasonably request in connection with a pledge or transfer of the Purchase Warrants or Purchase Warrant Shares.
Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Purchase Warrants or Purchase Warrant Shares by any form of general solicitation or general advertising.
Purchase Warrant Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser.
As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of a certificate representing Purchase Warrant Shares issued with a restrictive legend.
The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Purchase Warrants and Purchase Warrant Shares for, sale to the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.
For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(e) regardless of (i) whether the Company has sufficient authorized shares of Ordinary Share for the issuance of Purchase Warrant Shares and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.
Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Purchase Warrants or Purchase Warrant Shares as a result of any advertisement, article, notice or other communication regarding the Purchase Warrants or the Purchase Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
The Company agrees to timely file a Form D with respect to the Purchase Warrants and Purchase Warrant Shares as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser.