Warrant Repurchase Sample Clauses

Warrant Repurchase. Upon (a) the consummation of any Fundamental Transaction or (b) any person (other than the Holder and its affiliates), together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such person is a part, and together with any affiliate or associate of such person (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, becoming the beneficial owner, directly or indirectly, through purchase, merger or other acquisition transaction or series of transactions, of securities of the Company entitling such person or group to exercise 50% or more of the total voting power of all voting securities of the Company (each of (a) and (b), a “Repurchase Transaction”), at the request of the Holder delivered at any time during the period commencing on the earliest to occur of (i) the public disclosure of any Repurchase Transaction, (ii) the consummation of any Repurchase Transaction and (iii) the Holder first becoming aware of any Repurchase Transaction, in each case through the date that is 45 days after the public disclosure of the consummation of such Repurchase Transaction by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Company (or the successor entity to the Company) shall purchase all or a portion of this Warrant requested by the Holder from the Holder by paying to the Holder, within five trading days after such request (or, if such request is given prior to the consummation of such Repurchase Transaction, on the effective date of (and subject to) the consummation of the Repurchase Transaction), cash in an amount equal to the Black-Scholes Warrant Value multiplied by the number of Warrant Shares for the portion of this Warrant which has been requested to be repurchased.
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Warrant Repurchase. On or prior to the Closing, Parent shall enter into warrant repurchase agreements with each of the Parent Founder, the Underwriter and each of Ladenburg Xxxxxxxx & Co. Inc., I-Bankers Securities Incorporated, Maxim Group LLC and Xxxxxx & Xxxxxxx, LLC (the “Underwriter Group”) pursuant to which Parent shall repurchase (i) up to 2,480,000 of the Sponsor Warrants on the 11th Business Day following the Expiration Date of the Tender Offer, and (ii) 1,020,000 Sponsor Warrants held by the Underwriter and 200,000 Sponsor Warrants held by the Underwriter Group on or about May 15, 2011, in each case for cash in an amount equal to One Dollar ($1.00) per Sponsor Warrant, and the only condition to the consummation of the such repurchases shall be that the Merger has been consummated and on such other terms reasonably satisfactory to Parent, the Members and the Company (collectively the “Warrant Repurchase Agreements”).”
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Warrant Repurchase. SECTION 3. Representations, Warranties and Covenants of the Company....... 7 3.01. Sale is Legal, etc............................................. 7 3.02.
Sample 1
Warrant Repurchase. The Company shall have the option to repurchase ------------------ this Warrant upon 30 day's written notice to each Registered Holder at a price per share of $0.05 if the closing bid price of the Common Stock on the Nasdaq National Market is at least $9.00 for 15 consecutive trading days at any time after the date of the issuance of this Warrant, provided that the Warrant Stock shall have been registered at or prior to such time under the Securities Act (as defined below). Nothing herein shall prohibit the Registered Holder from exercising this Warrant during the notice period referenced in the prior sentence.
Sample 1
Warrant Repurchase. At the Closing (as defined below), the Company shall repurchase from the Visium Entities and Atlas a total of 227,270 Secured Note Warrants in exchange for $149,998.20 in cash. The Secured Note Warrants to be repurchased pursuant to this Section 2 are hereinafter referred to as the “Repurchased Warrants”. The Repurchased Warrants shall be allocated among the Visium Entities and Atlas as they may determine in their sole discretion. The Investors hereby irrevocably waive any Event of Default that might be deemed to have occurred under the Secured Notes as a result of the repurchase of the Repurchased Warrants.
Sample 1
Warrant Repurchase. Prior to the First Closing Date, the repurchase of certain outstanding warrants of the Company, as disclosed in the Preliminary Prospectus, shall have been completed. If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company at any time on or prior to the First Closing Date and, with respect to the Optional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination.
Sample 1
Warrant Repurchase. The Collateral Agent shall have received evidence that the Borrower Warrants held by Octavian have been (or concurrently with the funding of the Loans on the First Amendment Effective Date, will be) repurchased by the Borrower pursuant to the Purchase and Sale Agreement, dated as of December 23, 2013, by and among the Borrower and Octavian, on terms satisfactory to the Agents.
Sample 1
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Warrant Repurchase. Upon any Seller Trigger Event, the Purchaser shall have the right to require EMHC to repurchase all, but not less than all, of the Warrants sold to Purchaser under the Warrant Purchase Agreement for a price of $1.5 million. In the event Purchaser desires to exercise this right, it shall do so within 10 days after a Seller Trigger Event by written notice to EMHC. EMHC shall consummate the repurchase within 45 days of such notice. All Warrants shall be delivered to EMHC by Purchaser free and clear of all liens, mortgages and encumbrances of any kind.
Sample 1
Warrant Repurchase. The Holders shall have received evidence that the Borrower Warrants held by Octavian have been (or concurrently with the funding of the loans under the First Lien Credit Agreement on the First Amendment Effective Date, will be) repurchased by the Company pursuant to the Purchase and Sale Agreement, dated as of December 23, 2013, by and among the Company and Octavian, on terms satisfactory to the Purchasers.
Sample 1

Related to Warrant Repurchase

  • Exchange of the Warrant upon a Transfer On surrender of this Warrant (and a properly endorsed Assignment Form) for exchange, subject to the provisions of this Warrant with respect to compliance with the Securities Act and limitations on assignments and transfers, the Company shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the name of the Holder or as the Holder (on payment by the Holder of any applicable transfer taxes) may direct, for the number of shares issuable upon exercise hereof, and the Company shall register any such transfer upon the Warrant Register. This Warrant (and the securities issuable upon exercise of the rights under this Warrant) must be surrendered to the Company or its warrant or transfer agent, as applicable, as a condition precedent to the sale, pledge, hypothecation or other transfer of any interest in any of the securities represented hereby.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Procedures to Exercise the Fundamental Change Repurchase Right (a) To exercise its Fundamental Change Repurchase Right for a Bond following a Fundamental Change, the Holder thereof must deliver to the Company:

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:

  • REVERSE REPURCHASE AGREEMENTS 1. Promptly after the Fund enters a Reverse Repurchase Agreement with respect to Securities and money held by the Custodian hereunder, the Fund shall deliver to the Custodian a Certificate, or in the event such Reverse Repurchase Agreement is a Money Market Security, a Certificate, Oral Instructions, or Written Instructions specifying: (a) the Series for which the Reverse Repurchase Agreement is entered; (b) the total amount payable to the Fund in connection with such Reverse Repurchase Agreement and specifically allocated to such Series; (c) the broker, dealer, or financial institution with whom the Reverse Repurchase Agreement is entered; (d) the amount and kind of Securities to be delivered by the Fund to such broker, dealer, or financial institution; (e) the date of such Reverse Repurchase Agreement; and (f) the amount of cash and/or the amount and kind of Securities, if any, specifically allocated to such Series to be deposited in a Senior Security Account for such Series in connection with such Reverse Repurchase Agreement. The Custodian shall, upon receipt of the total amount payable to the Fund specified in the Certificate, Oral Instructions, or Written Instructions make the delivery to the broker, dealer, or financial institution and the deposits, if any, to the Senior Security Account, specified in such Certificate, Oral Instructions, or Written Instructions.

  • Delivery of Fundamental Change Repurchase Notice and Notes to Be Repurchased To exercise its Fundamental Change Repurchase Right for a Note following a Fundamental Change, the Holder thereof must deliver to the Paying Agent:

  • Warrant Shares Exercise Log Date Number of Warrant Number of Warrant Number of Warrant Shares Available to Shares Exercised Shares Remaining to be Exercised be Exercised ----------- ------------------- ----------------- -------------------------- ----------- ------------------- ----------------- -------------------------- CHINA PHARMA HOLDINGS, INC. WARRANT ORIGINALLY ISSUED JUNE 24, 2008 FORM OF ASSIGNMENT [To be completed and signed only upon transfer of Warrant] FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________ the right represented by the above-captioned Warrant to purchase ____________ shares of Common Stock to which such Warrant relates and appoints ________________ attorney to transfer said right on the books of the Company with full power of substitution in the premises. Dated: _______________, ____ ___________________________________ (Signature must conform in all respects to name of holder as specified on the face of the Warrant) ___________________________________ Address of Transferee ___________________________________ ___________________________________ In the presence of: ________________________

  • Optional Repurchase (a) So long as a Transferor is the Servicer or an Affiliate of the Servicer, on any day occurring on or after the date on which the Invested Amount is reduced to 5% or less of the Initial Invested Amount, such Transferor shall have the option to purchase the Series 2017-5 Certificateholders’ Table of Contents Interest, at a purchase price equal to (i) if such day is a Distribution Date, the Reassignment Amount for such Distribution Date or (ii) if such day is not a Distribution Date, the Reassignment Amount for the Distribution Date following such day. If, on the date on which a Transferor exercises such option, the long-term unsecured debt obligations of such Transferor purchasing the Series 2017-5 Certificateholders’ Interest is not rated at least in the third highest rating category by the Rating Agency, such Transferor shall deliver to the Trustee, with a copy to the Rating Agency, an Officer’s Certificate of such Transferor which shall have attached to it the relevant fraudulent conveyance statute, if any, and set forth the factual basis for a conclusion that the exercise of such optional repurchase would not constitute a fraudulent conveyance of such Transferor.

  • Fundamental Change Repurchase Price The Fundamental Change Repurchase Price for any Note to be repurchased upon a Repurchase Upon Fundamental Change following a Fundamental Change is an amount in cash equal to the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date for such Fundamental Change; provided, however, that if such Fundamental Change Repurchase Date is after a Regular Record Date and on or before the next Interest Payment Date, then (i) the Holder of such Note at the Close of Business on such Regular Record Date will be entitled, notwithstanding such Repurchase Upon Fundamental Change, to receive, on or, at the Company’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date (assuming, solely for these purposes, that such Note remained outstanding through such Interest Payment Date, if such Fundamental Change Repurchase Date is before such Interest Payment Date); and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, such Fundamental Change Repurchase Date. For the avoidance of doubt, if an Interest Payment Date is not a Business Day within the meaning of Section 2.05(C) and such Fundamental Change Repurchase Date occurs on the Business Day immediately after such Interest Payment Date, then (x) accrued and unpaid interest on Notes to, but excluding, such Interest Payment Date will be paid, in accordance with Section 2.05(C), on the next Business Day to Holders as of the Close of Business on the immediately preceding Regular Record Date; and (y) the Fundamental Change Repurchase Price will include interest on Notes to be repurchased from, and including, such Interest Payment Date.

  • Warrant Issuance On the terms and subject to the conditions set forth in this Agreement, the Company shall issue to NV Holdings, and NV Holdings shall acquire from the Company, at the Closing, a warrant to purchase up to an aggregate of 9,442,443 Warrant Shares, subject to adjustment in accordance with its terms, in the form attached hereto as Annex A (the “Warrant”). The issuance of the Warrant by the Company and the acquisition of the Warrant by NV Holdings are referred to herein as the “Warrant Issuance.”

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