Examples of Series D-1 Warrants in a sentence
The Series D-1 Warrants and the Series D-2 Warrants shall each be amended and restated and shall be reissued as separate warrants in the forms attached hereto as "Exhibit B-1" (the "Restated Series D-1 Warrant") and "Exhibit B-2" (the "Restated Series D-2 Warrant" which together with the Series D-1 Warrants shall be collectively referred to herein as the "Restated Series D Warrants").
In the event of any such amendment, modification or waiver, the Company shall give prompt notice thereof to all holders of the Series D-1 Warrants and, if appropriate, notation thereof shall be made on all Series D-1 Warrants thereafter surrendered for registration of transfer or exchange.
Any such amendment, modification or waiver effected pursuant to and in accordance with the provisions of this Section 12 shall be binding upon the Holder and each future holder hereof and the Company, provided that if such Amendment is made with the consent of the Majority Holders, such amendment must simultaneously amend all Series D-1 Warrants in the same respect.
Amendments and waivers made in accordance with this Section 12 shall be binding upon the holders of all Series D-1 Warrants and shares of Common Stock issued upon the exercise of the Series D-1 Warrants and upon each future holder thereof and upon the Company.
Except as set forth on Schedule 3(d), no shares of capital stock of the Company (including the Conversion Shares and the Warrant Shares underlying the Series D-1 Warrants) are, or in the case of the Warrant Shares underlying the Series D-2 Warrants will be, subject to preemptive rights or any other similar rights of the stockholders of the Company or any liens or encumbrances.
The Company has secured the listing of the Conversion Shares and Warrant Shares underlying the Series D-1 Warrants upon each national securities exchange, automated quotation system or over-the-counter market upon which shares of Common Stock are currently listed (subject to official notice of issuance).
It is further our opinion that the Series A-1 Warrant Shares, Series B-1 Warrant Shares, Series C-1 Warrant Shares, Series D-1 Warrant Shares and Series E-1 Warrant Shares have been duly authorized and, upon issuance, payment therefor and delivery in accordance with the terms, as applicable, of the Series A-1 Warrants, Series B-1 Warrants, Series C-1 Warrants, Series D-1 Warrants and Series E-1 Warrants, will be legally issued, fully paid and non-assessable.
In addition, the Company proposes to authorize and issue to certain of the Investors warrants in substantially the form attached hereto as Exhibit B-2 (the “Series D-2 Warrants” and, together with the Series D-1 Warrants, the “Series D Warrants”) to purchase up to an aggregate of 2,200,000 additional Series D Shares with an exercise price of $3.50 per share.
Attn: Xxxxx Xx 0000 Xxxxx Xxxxxx Xxxxx, Xxxxx 000 Xxx Xxxxx, XX 00000 Telecopy No.: (000) 000-0000 Stockholder’s Name and Address Number of Common Shares Held Number and Class of Preferred Shares Held Number of Series D-1 Warrants Held Series C Holders: TVM IV GmbH & Co. KG 1,357,798 Series C Preferred 78,453 c/o TVM Management Corporation Attn: Xxxx X.
Xxx, Ph.D. 000 Xxxxx Xxxxxxx Xxxxx Xxxxxx, Xxxxxxx 00000 740,224 50,000 Series A Preferred None Stockholder’s Name and Address Number of Common Shares Held Number and Class of Preferred Shares Held Number of Series D-1 Warrants Held Xxxxxx X.