Exchange of the Original Warrant Sample Clauses

Exchange of the Original Warrant. On the terms and subject to the conditions set forth herein, the Holder shall sell, assign, deliver and transfer to the Company all of its right, title and interest in and to the Original Warrant in exchange for two new warrants (the “Exchange”), the first of which shall be for an equivalent number of shares of Common Stock that are exercisable under the Original Warrant as of immediately prior to the Effective Date upon the occurrence of the Initial Exercisability Date (as such term as defined in the Original Warrant), as set forth on the signature page of the Holder attached hereto, and an exercise price of $1.30 per share and without any subsequent adjustment to such exercise price (the “$1.30 Exchange Warrant”), and the second of which shall be for 5.074994 times the number of shares of Common Stock that are exercisable under the Original Warrant as of immediately prior to the Effective Date upon the occurrence of the Initial Exercisability Date, rounded to the nearest whole share, as set forth on the signature page of the Holder attached hereto, with an exercise price of $0.351633 and without any subsequent adjustment to such exercise price (the “$0.35 Exchange Warrant”, and together with the $1.30 Exchange Warrant, collectively referred to as the “Exchange Warrant”, and as exercised, collectively, the “Exchange Warrant Shares”), in each case, without regard to any limitations on exercise set forth therein. The $1.30 Exchange Warrant shall be in the form attached hereto as Exhibit A and shall be exercisable for the same periods as the Original Warrant. The $0.35 Exchange Warrant shall be in the form attached hereto as Exhibit B and shall be immediately exercisable until the following Exercisability Termination Dates (as defined in the $0.35 Exchange Warrant) (or such later date as elected by the Company with respect thereto, subject to the Company making the same election in the same proportions to each Other Holder of a $0.35 Exchange Warrant (as defined in each Other Agreement) (each, an “Other $0.35 Exchange Warrant”)):
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Exchange of the Original Warrant. On the terms and subject to the conditions set forth herein, as of the date hereof (the “Closing Date”), the Holder hereby sells, assigns, delivers and transfers to the Company all of its right, title and interest in and to the Original Warrant in exchange for that number of shares of the Company’s freely tradable Common Stock equal to 166% of the number of shares underlying the Original Warrant as of the date hereof (the “Exchange Shares”); provided, however, that if the number of Exchange Shares, when added to any other shares of the Company’s common stock beneficially owned by the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would be greater than 4.99% of the Company’s outstanding common stock as of the date hereof, then the number of Exchange Shares shall be automatically reduced so that the Holder’s beneficial ownership would not exceed such percentage and the Holder shall have the right to the issuance of that number of shares of Common Stock equal to the amount of the reduction subject to adjustment hereunder (the “Reserved Shares” and such right of the Holder, the “Right”). If the Right is granted pursuant to this Section 1, then the Company and the Holder acknowledge that no additional consideration shall be payable in connection with the Holder’s exercise of the Right or the issuance of the Reserved Shares in accordance herewith.
Exchange of the Original Warrant. On the terms and subject to the conditions set forth herein, as of the date hereof (the “Closing Date”), the Holder hereby sells, assigns, delivers and transfers to the Company all of its right, title and interest in and to the Original Warrant in exchange for (a) _______________ shares of the Company’s freely tradable Common Stock (the “Exchange Shares”) and (b) a new Warrant in the form attached hereto as Exhibit A (the “Exchange Warrant”), with an Exercise Price of $0.40 per share.
Exchange of the Original Warrant. On the terms and subject the conditions set forth herein, upon and subject to consummation of the Financing (such date, the “Closing Date”), the Holder shall sell, assign, deliver and transfer to the Company all of its right, title and interest in and to the Original Warrant in exchange for a new warrant for two times the number of shares of Common Stock that are exercisable under the Original Warrant as of immediately prior to the Closing Date, with an exercise price equal to the exercise price of the Original Warrant immediately prior to the Closing Date, in the form attached hereto as Exhibit A (the “Exchange Warrant”). Delivery of the Exchange Warrant shall be conditioned upon surrender of the Original Warrant (or delivery of evidence reasonably satisfactory of loss, theft, or destruction of the Original Warrant, accompanied by a customary and reasonable indemnity and surety bond, if requested by the Company).

Related to Exchange of the Original Warrant

  • Additional Warrants The Company may at any time and from time to time issue additional warrants or grant options or similar rights to purchase shares of its capital stock.

  • 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.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Fractional Warrants The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

  • Exclusion of Private Placement Warrants and Working Capital Warrants The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement Warrants or the Working Capital Warrants if at the time of the redemption such Private Placement Warrants or the Working Capital Warrants continue to be held by the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants and the Working Capital Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants or the Working Capital Warrants to exercise the Private Placement Warrants and the Working Capital Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants and Working Capital Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants or Working Capital Warrants and shall become Public Warrants under this Agreement.

  • Private Placement Warrants and Working Capital Warrants The Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company; provided, however, that in the case of (ii) the Private Placement Warrants and the Working Capital Warrants and any shares of Common Stock held by the Sponsor or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants and the Working Capital Warrants may be transferred by the holders thereof:

  • Private Warrants and Working Capital Warrants The Warrant Agent shall not register any transfer of Private Warrants or Working Capital Warrants until after the consummation by the Company of an initial Business Combination, except for transfers (i) among the initial stockholders or to the Company’s or the initial stockholders’ members, officers, directors, consultants or their affiliates, (ii) to a holder’s stockholders or members upon the holder’s liquidation, in each case if the holder is an entity, (iii) by bona fide gift to a member of the holder’s immediate family or to a trust, the beneficiary of which is the holder or a member of the holder’s immediate family, in each case for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection with the consummation of a Business Combination, (vii) in connection with the consummation of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (viii) in the event of the Company’s liquidation prior to its consummation of an initial Business Combination or (ix) in the event that, subsequent to the consummation of an initial Business Combination, the Company completes a liquidation, merger, capital stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or other property, in each case (except for clauses (vi), (viii) or (ix) or with the Company’s prior written consent) on the condition that prior to such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each transferee (each, a “Permitted Transferee”) or the trustee or legal guardian for such Permitted Transferee agrees to be bound by the transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by.

  • Exchange of Warrant Upon a Transfer On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers and contained in this Section 7, the Company at its expense 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.

  • Private Warrant and Working Capital Warrant Attributes The Private Warrants and Working Capital Warrants will be identical to the Public Warrants.

  • EXCHANGE OF GLOBAL NOTES 4.1 The Agent shall determine the Exchange Date for each Temporary Global Note in accordance with its terms. Immediately after determining any Exchange Date, the Agent shall notify its determination to the Issuer, the other Paying Agents, the relevant Dealer, Euroclear and Clearstream, Luxembourg.

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