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. 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. 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. Concurrently with the execution of this ------------------- Agreement, SFC shall issue to FFC a warrant in the form attached as Schedule 1 ---------- hereto (the "Warrant", which term as used herein shall include any warrant or warrants issued upon transfer or exchange of the original Warrant) to purchase up to 625,000 shares of Common Stock, subject to adjustment as provided in this Agreement and in the Warrant. The Warrant shall be exercisable at a purchase price of $10.25 per share, subject to adjustment as provided in the Warrant (the "Exercise Price"). So long as the Warrant is outstanding and unexercised, SFC shall at all times maintain and reserve, free from preemptive rights, such number of authorized but unissued shares of the Common Stock as may be necessary so that the Warrant may be exercised, without any additional authorization of the Common Stock, after giving effect to all other options, warrants, convertible securities and other rights to acquire shares of the Common Stock. SFC represents and warrants that it has duly authorized the execution and delivery of the Warrant and this Agreement and the issuance of the Common Stock upon exercise of the Warrant. SFC covenants that the shares of the Common Stock issuable upon exercise of the Warrant shall be, when so issued, duly authorized, validly issued, fully paid and nonassessable and subject to no preemptive rights. The Warrant and the shares of the Common Stock to be issued upon exercise of the Warrant are hereinafter collectively referred to, from time to time, as the "Securities." So long as the Warrant is owned by FFC, the Warrant will in no event be exercised for more than that number of shares of the Common Stock equal to 625,000 (subject to adjustment as provided in the Warrant) less the number of shares of Common Stock at the time owned by FFC.
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 3587.80 shares of Common Stock of Assignee with an exercise price of $12.50 per share.
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. Cause the Warrants to be issued as and when required under Section 1(b). (s)
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. The Company agrees to issue the Warrant to the Purchaser on January 4, 1999. Such obligation shall survive termination of this Agreement for any reason whatsoever.
