Financing Warrants Sample Clauses

Financing Warrants. In addition, at the first closing under the first Financing hereunder, Company shall issue to VFIN additional warrants (the “Financing Warrants”) to purchase such number of shares of the common stock of Company equal to: (x) ten percent (10%) of the aggregate number of fully diluted shares of common stock as shall have been purchased by Financing Sources pursuant to the Financing, or (y) ten percent (10%) of the aggregate number of fully diluted shares of common stock into which any convertible securities which shall have been purchased by Financing Sources pursuant to the Financing may be converted (after giving effect to any increase in shares under a ratchet or similar provision pursuant to which the number of shares initially purchased is subsequently increased). The Financing Warrants shall be exercisable for a period of five years from the date of issuance on the same terms and conditions applicable to, and with an exercise price per share equal to the effective per share price paid by, Financing Sources for a share of common stock of Company. The terms of the Financing Warrants shall be set forth in an agreement (the “Financing Warrant Agreement”) in form attached hereto as Annex B. The Financing Warrant Agreement shall contain customary terms, including without limitation, provisions for “cashless” exercise, price based anti-dilution, and customary piggyback registration rights.
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Financing Warrants. In addition to the Cash Fee, immediately upon Closing, the Company shall sell to MDB warrants (“Warrants”) to purchase the same type and character of equity Securities as are issued in the Offering or issuable on conversion of the Securities issued in the Offering (e.g., Common Stock), in an amount equal to ten percent (10%) of the aggregate Securities issued in the Offering for the purchase price of $1,000 (excluding any additional cost to exercise the Warrants); provided, however, for the Threshold Offering, the percentage amount will be seven percent (7%), excluding the investment made by JJDC and JDRF in the Threshold Offering for which no Warrants under this clause (b) shall be issuable by the Company to MDB and the exercise price of the Warrants delivered in connection with the Threshold Offering shall be 100% of the offering price per share in such Threshold Offering. Such Warrants will be for a term of seven (7) years; subject to any limitation imposed by the FINRA regulations in respect of a public offering. In connection with any public Offering, the exercise price for the Warrants will be priced at not less than 120% (one hundred twenty percent) of the Offering price per share. In connection with any private Offering, including the Threshold Offering, Warrants issued hereunder will have an exercise price equal to the per share or unit selling price of the Securities sold to investors in the Offering. The Warrants will contain cashless exercise provisions and representations and warranties normal and customary for warrants issued to placement agents or underwriters, including registration rights, a market standoff provision, and will not be callable or terminable prior to the expiration date.
Sample 1
Financing Warrants. Upon the full execution of this Agreement, the Company will issue to VestCo additional warrants to purchase up to One Million (1,000,000) shares of restricted common stock of the Company at an exercise price of Twenty Cents ($0.20) per share, which shall only vest at the time that third party financing/investment into the Company reaches a cumulative total of $60,000,000, from sources identified by VestCo; such warrants shall have a three (3) year exercise term from issuance.
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Financing Warrants. Additionally, at the closing of a Financing, the Company shall issue to SRCA warrants (the “Financing Warrants”) to purchase the number of shares of the common stock of the Company equal to the sum of:
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Financing Warrants. The Financing Warrants (i) will be exercisable either for cash or on a cashless basis at the holder’s option pursuant to Section 3.3 hereof and (ii) will not be redeemable by the Company.
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Financing Warrants. Upon the issuance of a Note at the Third Closing or the Fourth Closing in the form of Exhibit B-1, the Borrower will issue and deliver to the Lender warrants, in the form of Exhibit H hereto, to purchase two shares of the Borrower’s Common Stock for each dollar funded by the Lender to the Borrower as evidenced by the Note (the “Financing Warrants”). As soon as practicable after the Third Closing, the Borrower covenants to submit for filing with the Secretary of State of the State of California an Amendment to Certificate of Determination in the form attached as Exhibit F-1. As soon as practicable after the Fourth Closing, the Borrower covenants to submit for filing with the Secretary of State of the State of California an Amendment to Certificate of Determination in the form attached as Exhibit F-2.
Sample 1

Related to Financing Warrants

  • Underlying Warrants At any time after exercise by the Holder of this Purchase Option, the Holder may exchange his Warrants (with a $6.25 exercise price) for Public Warrants (with a $5.00 exercise price) upon payment to the Company of the difference between the exercise price of his Warrant and the exercise price of the Public Warrants.

  • Private Placement Warrants; Forward Purchase Warrants 2.6.1 The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below), the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however, that in the case of (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders thereof:

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Investment Agreement AUGUST.2017 7

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • Convertible Debt On or prior to the Closing Date, the Company will cause to be cancelled all convertible debt in the Company. For a period of two years from the closing the Company will not issue any convertible debt below $0.90 per share.

  • Bridge Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions and do or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain no later than October 30, 2004 a commitment letter (the “Bridge Financing Commitment Letter”) expiring no earlier than January 30, 2005, from a reputable financial institution in substantially the same form and substance as Exhibit F attached hereto, to provide financing on terms and conditions no less favorable than those described on Exhibit F attached hereto.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at each Closing and the Company agrees to sell and issue to each Buyer, severally and not jointly, at each Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer’s name on Schedule I hereto.

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