The Warrants. The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.
The Warrants. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase and the Company agrees to issue to the Investor at the Closing a Warrant in the form of Exhibit A to purchase 2,500,000 shares of Common Stock of the Company exercisable at $0.05 per share. The securities for which the Warrants are exercisable into are referred to as the “Warrant Common”.
The Warrants. 3.1 Each whole Warrant will entitle the holder, on exercise, to purchase one Warrant Share at a price of $0.10 for a TWO year period following the Closing.
The Warrants. Subject to the terms and conditions of this Agreement, the Company hereby issues and delivers to the Warrantholder a warrant, substantially in the form of Exhibit A hereto, to purchase 328,084 shares of fully paid and nonassessable Common Stock at a price per share equal to $19.05 (the "EXERCISE PRICE").
The Warrants. The Company has also authorized the issuance and sale to the Purchasers of the Company's Common Stock Purchase Warrants for the purchase (subject to adjustment as provided therein) of 285,715 shares of the Company's Common Stock, $.01 par value (the "Common Stock"). The Common Stock Purchase Warrants shall be substantially in the form set forth in Exhibit B hereto and are herein referred to individually as a "Warrant" and collectively as the "Warrants", which terms shall also include any warrants delivered in exchange or replacement therefor.
The Warrants. The Warrants to be issued and sold by the Company hereunder, when executed and delivered pursuant to the terms of this Agreement, will be duly authorized, executed and delivered by the Company and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Warrants. In consideration for the purchase by the Purchasers of the Notes, the Company will issue to each Purchaser a Warrant to purchase up to such Purchaser’s applicable shares of Common Stock, subject to the terms and conditions set forth in the Warrants.
The Warrants. The number of Warrants to be issued shall equal one-half of (i) the principal amount of the Convertible Debentures issued at Closing divided by (ii) the Market Price on the Trading Day immediately prior to the Closing Date. The exercise price of such Warrants shall be 115% of the closing bid price for the Common Stock on the Principal Market on the Trading Day immediately prior to the Closing Date. Two-thirds of the Warrants shall be immediately exercisable upon issuance. The remaining one-third of each Lender's Warrants shall only become exercisable if the Convertible Debentures have not been redeemed in accordance with their terms on or before the 100th day after the Closing Date.
The Warrants. (a) The Company agrees to issue to Ford Warrants in substantially the form attached to this Agreement as Annex A and incorporated In this Agreement by reference, to purchase the Aggregate Number of shares of fully paid and non-assessable Common Stock, subject to vesting in accordance with Section 4.2 hereof and adjustment in accordance with Section 4.10 hereof. On the Closing Date, the Company shall issue to Ford Warrants to purchase 82,197 shares of fully paid and non-assessable Common Stock (such number representing one percent (1%) of the outstanding Common Stock on a Fully Diluted basis as of the Closing Date, or 7.6923% of the Aggregate Number as of the Closing Date), fully Vested and subject to adjustment in accordance with Section 4.10 hereof. On the day after the Class A Warrant Expiration Date, the Company shall issue to Ford Warrants to purchase that number of shares of fully paid and nonassessable Common Stock equal to the Aggregate Number as of the Class A Warrant Expiration Date minus the number of shares of Common Stock with respect to which Warrants had previously been issued to Ford hereunder, and such Warrants shall be subject to vesting in accordance with Section 4.2 and subject to adjustment in accordance with Section 4.10 hereof, provided, that (a) in the event Ford achieves the Base Volume Levels for calendar year 2001 during any of the first three calendar quarters of 2001, the Company shall issue to Ford on the date which is five (5) Business Days after delivery of the Volume Report indicating achievement of such Base Volume Levels for 2001 additional Warrants for that number of shares of fully paid and nonassessable shares of Common Stock equal to 7.6923% of the Aggregate Number as of such date (it being understood and agreed that if Ford achieves the 2001 Base Volume Levels during the fourth quarter of 2001, such Warrants will be issued on the Class A Warrant Expiration Oats), and (b) in the event of a Change in Control prior to the Class A Warrant Expiration Date which results in all of the Warrants becoming fully Vested, the Company will issue to Ford Warrants to purchase that number of shares of Common Stock equal to the Aggregate Number less that number of shares of Common Stock for which Warrants have previously been issued to Ford immediately prior to the effective date of the Change of Control.
The Warrants. Each of the Warrants shall entitle Seller to ------------- purchase one share of common stock of P2S during the three year period commencing on the Closing Date, at an exercise price equal to the closing bid price for the P2S common stock on the trading day immediately preceding the Closing Date. The Warrants shall vest and become exercisable 100,000 shares on the Closing Date and 100,000 shares on the one-year anniversary of the Closing Date. Neither the Warrants nor the shares of P2S common stock issuable upon exercise of the Warrants (the "Warrant Shares") have been registered under the Securities Act of 1933, as amended (the "Act"), and neither the Warrants nor the Warrant Shares may be sold, assigned, pledged, transferred or otherwise disposed of absent registration under the Act or the availability of an available exemption from such registration requirements. Neither P2S nor Buyer has agreed to register the Warrants or the Warrant Shares under the Act.
