Issuance of Warrant. The issuance of the Warrant is duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.
Issuance of Warrant. The Parties acknowledge and agree that no later than five days after the Company’s IPO, in consideration of the services to be provided by GRS herein, Company shall issue to GRS a warrant (in the form of the Warrant attached hereto as Exhibit A (the “Warrant”) to purchase up to that number of shares of Company’s Common Stock equal to 5% of the Company’s outstanding Common Stock (calculated on a fully diluted, as converted basis) as of the issuance date of the Warrant (the “Warrant Shares”). Fifty Percent (50%) of the Warrant (the “Initial Tranche”) shall vest retroactively upon execution of the Deal Memo entered into between the Parties dated September 18, 2020 (the “Deal Memo”) and the remaining Fifty Percent (50%) (the “Second Tranche”) shall vest on September 18, 2021, unless, solely with respect to the Second Tranche, the Agreement has been terminated pursuant to Section 5.2 prior to such date. The Warrant shall be exercisable for a period of nine (9) years from the date of issuance (including by way of cashless exercise). The initial traunch of the Warrant shall have an exercise price equal to Five Cents AUD (AUD 0.05) per Warrant Share (subject to adjustment on the terms and conditions set forth in the Warrant). The second traunch of the Warrant shall have an exercise price equal to the lessor of a Fifty Percent (50%) discount to the IPO price or a Fifty Percent (50%) discount to the Company’s share price on the date of vesting. Without limiation to the provisions of Section 6 below, the Initial Tranche shall be subject to a customary “market stand-off agreement” in connection with the Company’s IPO that contains a lock-up period identical to the period applicable to non-affilaite shareholders of the Company, but not more than six (6) months from the date the Company’s IPO. The Company shall cause the Warrant Shares to be included in the Form F-1 registration statement (or any similar registration statement) that the Company files in connection with the Company’s IPO.
Issuance of Warrant. This Warrant is being issued pursuant to that certain Subscription Agreement dated as of the date hereof between the Company and the Holder (the "Subscription Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Subscription Agreement. In addition the following terms have the meanings set forth below:
Issuance of Warrant. In consideration for the efforts of Capital City Partners, LLC in connection with the transaction contemplated by this Agreement, Capital City Partners, LLC was issued a warrant to purchase 5307.32 shares of Common Stock of Assignee with an exercise price of $12.50 per share.
Issuance of Warrant. The Guarantor shall issue warrants in the form of Exhibit B (each a “Warrant” and, collectively, the “Warrants”) to purchase shares of common stock, par value $0.01 per share (“Common Stock”) as provided in this Section 13. On the date that is 30 Trading Days after the applicable Closing, the Guarantor will issue to each of the Lenders who participated in such Closing a Warrant for the purchase of the number of shares of Common Stock equal to the following: (i) the principal amount of all Loans made by such Lender divided by (ii) the volume weighted average closing price of the Common Stock on the Trading Market for the 20 trading days after the applicable Closing. The Warrant, and, upon the exercise of the Warrant, the shares of Common Stock issued to each Lender thereunder shall be duly authorized, fully paid and non-assessable. The issuance of the Warrants by the Guarantor to the Borrower shall be treated as a capital contribution to the Borrower and then a transfer of such Warrants by the Borrower to the Lender as additional fees or interest under this Agreement. Each Lender acknowledges that the Warrant and the underlying shares of Common Stock are “restricted securities” under the Securities Act of 1933, as amended (the “Securities Act”). Each Lender agrees that, as a condition to being issues and such Warrant and, upon exercise of the Warrant, the shares of Common Stock underlying the Warrant, such Lender shall provide such other additional information about such Lender to Guarantor so that Guarantor may comply with applicable federal and state securities laws and that such Lender shall provide such representations and warranties so that Guarantor may issues such shares of Common stock in compliance with applicable federal and state securities laws, such as that such Lender is not taking such Warrant, or upon exercise of such Warrant, the shares of Common Stock underlying the Warrant as part of a distribution of such shares and providing to Guarantor the tax identification number and other registration details for such shares.
Issuance of Warrant. The Company shall issue a warrant, as amended hereby (the “Amended September Warrant”), to Investor on the Effective Date after the Company has received the following from Investor: (a) a counter-signed copy of this Amendment executed by Investor and (b) the original September Warrant.
Issuance of Warrant. On the date hereof the Company shall issue to Lender a warrant which shall entitle the Lender to purchase 50,000 of the issued and outstanding shares of Common Stock, $.01 par value per share, of the Company on the date of exercise at a purchase price of $1.248 per share (subject to adjustment as provided therein) in the form attached hereto as Exhibit B (the "Warrant").
Issuance of Warrant. The Company shall cause the merger agreement for the Merger between the Company and Public Company Parent to include a covenant of the Public Company Parent that it will issue to the Lender at the closing of the Merger a Common Stock Purchase Warrant (the "Warrant") in the form attached hereto as Exhibit C, appropriately completed as follows:
Issuance of Warrant. As additional consideration for the making of the Commitment, Lender has earned and is entitled to receive immediately upon the execution of the Loan and Security Agreement and this Supplement, a warrant instrument issued by Borrower substantially in the form attached hereto as Exhibit “D” (the “Warrant”). Borrower acknowledges that Lender has assigned its rights to receive the Warrant to its parent, Venture Lending & Leasing V, LLC (“LLC”). In connection therewith, Borrower shall issue the Warrant directly to LLC. Upon request of Borrower, Lender shall furnish to Borrower a copy of the agreement in which Lender assigned the Warrant to LLC.
Issuance of Warrant. This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued.
